Later
by J-Six
Summary: Something horrible happens to one of the most popular students of Beverly Hills High School. Sam, Clover and Alex are then sent to investigate the crime. GirlXGirl, yuri, femslash
1. A Blade in the Dark

Author's Notes: This is my second TS fic. I hope it stacks up to the first one I wrote. I don't want to disappoint anyone who enjoyed the last one. This one is going to be kinda different though. I got inspiration from some pretty odd places. The next chapter should be coming out pretty quick, but I don't know how long the wait will be for updates after that, so I apologize ahead of time if it takes a long time for new chapters. Other than that please enjoy, and if you read please review.

Disclaimer: I don't own nor am I affiliated with Totally Spies.

**Later**

**Chapter 1 – A Blade in the Dark**

The pretty red-haired girl named Samantha Simpson quickly weaved her way through other students in one of the halls of Beverly Hills High School. Her emerald-green eyes then spotted the back of a particular boy's brunette haired head, the one she had been searching for. After quickly covering some more distance, she started to close in on him and slowed down to casually walk up and stand beside him.

"Hi, David," Samantha said, smiling warmly.

"Hi, Sam. Nice to see you again," the handsome boy replied, obviously pleased to see her.

"The same as always," Sam said pleasantly. "Boy, that pre-cal test was something else, wasn't it?"

"I agree. It was a pretty difficult test. I don't think anyone was expecting it to be that hard."

"I know. I couldn't figure out the last question for the life of me, even though I went back over it about a hundred times."

"The last question was pretty tricky. The only reason I knew the answer is because there was an extra equation in the second set of examples in the back of the book."

"I don't think I studied those. What was the answer?"

"If I remember right, it was A."

"Oh dang, I chose C. I guess I missed that one."

"Must be the first time that's happened. I know how good you are at math, Sam."

That comment and the white-toothed grin that came with it elicited a small blush on Sam's cheeks. "Thank you, David. Say… I was wondering. Are you doing anything tomorrow night? There's this movie out I really want to see, and I'm looking for someone I could enjoy it with."

"Hmmm…," David thought to himself for a brief moment. "I'm sorry, Sam, but Saturday, I'm busy. I'm having an art exhibition at the Feingarten Galleries."

"Oh, if that's the case, I would love to stop by and admire your art. I really like the new techniques you've been using."

"So does the art community. I'm real sorry Sam, but it's by invitation only, and the only ones we could invite were serious buyers and art critics. I think I'm going to make a lot of sales. I'm donating all the proceeds to my favorite charities."

"You're so generous, David," Sam said, swooning a little bit. "That's ok. I understand if you're too busy tomorrow, but are you free tonight?"

"Tonight I'm volunteering at an animal shelter."

"Wow, really?" Sam asked, really perking up. "I just love animals, and I would _love _to help you out."

"Well, you better hurry up and buy plane tickets."

"Plane tickets?" Sam asked, confused.

"Yes, the animal shelter I'm volunteering at is in the Galapagos Islands. I'm sad to say the endangered, giant tortoises have recently come down with a rare, debilitating virus. Once I heard about it on the news, I became so upset I just had to volunteer."

"Oh… well, I don't think I have enough of this month's allowance left to pay for a plane ticket to Ecuador. How about we see the movie next weekend?"

"Next weekend I'm competing in the two day long Jazz-Dance Nationals in San Francisco."

"I'd love to see you perform, and I'm a big fan of Jazz. Sounds like it would be worth the trip. Where do I get tickets?"

"Tickets sold out 3 months ago."

"Oh. What about the weekend after that," Sam asked, the enthusiasm completely drained from her voice.

"That weekend I'm attending the World Youth Summit Meeting on teen-drug awareness in Stockholm."

"Oh, ok. I forgot that was coming up."

"Don't worry, after that I'll see if I can schedule in a movie with you. I really haven't had time to go to the theatre recently, but it sounds interesting. I'll see what I can do. Talk to you later, Sam. Bye," he said as he waved to her and turned to leave.

"Bye, David. I hope the turtles feel better," she said right before her head dropped to her chest.

At that moment she felt the two comforting hands on her shoulders and turned to see her best-friends, Clover and Alex, giving her sympathetic looks. "Nice try, Sam," Clover, the blonde girl, said with her slightly brassy and squeaky voice.

"He probably doesn't have time for love," the dark haired Alex's cute but sincere voice added. "David belongs to the world."

"I guess you're right," Sam said, disappointment still lingering strongly in her voice.

The two were still trying to console their dejected friend when a boy with wide-brimmed glasses, freckles, and a beige sweater vest approached the group.

"Here Clover, I finished your forty page science paper," Arnold told her. He handed Clover a stack of stapled papers. "I wrote it on astrophysics, specifically on new discoveries regarding the molecular composition of cosmic rays."

"I have no idea what you're talking about, but it sounds smart enough to pass." Sam and Alex started grimacing hearing that. They both had spent hours finishing the assignment the night earlier.

"Now about that date you promised me. I was thinking since the skies were so clear tonight, we could head over to the observatory and…"

He was interrupted when a pretty girl with tan skin and unruly, maroon hair stepped right between him and Clover.

"Hi, Clover!" Tara greeted her with no small lack of giddy enthusiasm in her voice. She looked like she was fighting hard to restrain the urge to jump for joy. "I finished your 80 page English paper on the history of lip-gloss." She handed Clover the huge document.

Clover glanced at the pink binder containing the 80 pages. It had her name elaborately designed in big, colorful calligraphy surrounded by innumerous, exaggerated, cartoon hearts. She opened it and looked inside.

"Wow, hand-written. And you ended all my sentences with hearts instead of periods. And inside the hearts are my name written in little, tiny letters," Clover said, certainly pleased. "I think I'm going to have to give you a few extra fashion tips for this one."

"_Anything_ for you Clover," she swooned. Alex and Sam just stood speechless in awe of the exchange that was taking place.

"_Excuse me_! If you couldn't tell I was in the middle of a conversation with Clover," Arnold said, scowling, very annoyed. "As I was saying, I'm free tonight and I was thinking we could go watch the stars at the…"

At that moment, Tara's palm impacted Arnold's shoulder like a lightning strike causing his glasses to fly through the air and his body to crash head first into the floor. "And I baked you cookies!" Tara suddenly pulled out a large plate piled with chocolate chip cookies seemingly out of thin air. "I hope you like them. I made them just for you, Clover. _The main ingredient was love_," she said as her eyes sparkled, and her cheeks became several shades rosier.

"Tara, you know I'm on a strict diet. How could I be a role-model to you and all the other girls of Beverly Hills if I didn't maintain my perfect super-model like girlish figure?"

"I know. That's why I made them low-carb, calorie free, sugarless, low in cholesterol, artificial-tofu cookies in strict adherence to your diet."

Hearts suddenly filled Clover's eyes as she looked down at the cookies and licked her chops. "Well, in that case, _I don't mind if I do_."

"Here, I'll feed them to you," Tara said as she extended one of the smaller cookies firmly held between her fingers and thumb. Tara's heart pounded as the cookie and her fingers holding it inched closer and closer to Clover's soft, juicy lips.

However, the second before it reached them, a trembling Arnold with impaired vision, trying to stand up and find something to grip onto for leverage, grabbed Tara's plate of cookies, causing it to flip out of her hand and to the ground.

Tara looked down at all her hard work scattered in broken crumbs across the floor, and her eyes filled with flames of hatred. "Clover's cookies… _Clover's cookies_," Tara said in a darkly disturbing voice. "_You ruined Clover's cookies._ _I'LL KILL YOU_!"

"Have mercy," Arnold yelped the second before Tara tackled him to the ground and started beating him mercilessly with lefts and rights. Sam, Clover, and Alex started walking away from them down the hall. "Die you pencil-neck geek," could be heard from behind them combined with the sounds of Arnold's high-pitched, feminine shrieking.

"I can't believe they wasted all those delicious looking cookies," Alex remarked.

"I can't believe Clover takes advantage of Arnold and Tara like that. Don't you feel any remorse at all?"

"What's remorse? Is that a new kind of new espresso at Mega Coffee Mart? Sounds good. Maybe we could stop by there after classes for a quick pick-me-up."

"_Ughhh," _Sam put a hand over her fore-head. "_No_, Clover, I mean don't you feel bad, taking advantage of them like that, making them do your home-work?"

"No, why should I? Arnold, he loves that stuff. Asking him to write my science paper probably made his entire week."

"What about Tara though? She was just only able to get released from that institution they sent her to after she was your personal assistant."

"And she told me only the thought of gaining back my personal guidance in her life was what allowed her to make it through it all. How could I resist taking her back under my wing?"

Sam rolled her eyes harshly. "And you don't find that strange at all?"

"No, of course not. What girl wouldn't want to learn from my limitless knowledge and natural instincts? You know I'm big role model to so many girls. It's only right that I give back and help the less beauty and fashion fortunate."

At that moment, the harsh sound of the bell rang through the halls of Beverly Hills High, marking the end of lunch break and five minutes until the beginning of next period.

"_Never mind_…," Sam muttered. "Let's just get to class."

Before they left, Clover's head suddenly turned more than 90 degrees to look at a certain person who had reappeared down the hall. "Wait, I just forgot I need to get something. Just go on without me," Clover said as she started speed walking down the hall.

"Where is she going?" Sam asked.

"Let's just go to class, Sam," Alex said, already getting a hunch of where this was headed.

"Why don't you want me to know?" Alex didn't answer and gave the particular expression with her scrunched up lips and cute, brown cheeks she always gave when she was unsuccessfully trying to hide something. "Ok, I'm just going to see where she's going then."

Alex tried grabbing her arm to stop her, but she pushed through her grip and turned the corner in the hall way to see Clover talking with David some distance away. She couldn't hear the words being exchanged, but it was obvious through her body language she was trying to flirt with him, most likely trying to acquire a date for the weekend.

"I can't believe her," Sam said, disgust thick in her voice. "Didn't she just see him shoot me down hardcore? Does she have no shame?"

"Clover just has a short memory sometimes, Sam. Don't worry, if you weren't able to get a date from him, there's no way Clover could."

"That's not what makes me mad. It's the thought that counts."

"I'm sure she doesn't mean anything by it. I have to walk across school to get to shop class now. Just try to forgive her, Sam."

"_I'll try_. See you after class Alex."

"Bye, Sammy." Alex then turned to leave. "AH!" She screamed when she turned to see the familiar face of a girl with fair skin, long dark black hair, and piercing purple eyes standing right in front of her. "Mandy how long have you been standing there?"

"Long enough to see you two _loosers_ blocking _my_ locker with your huge butts!"

"Well… well…" Alex tried to quickly think of a come back. "I'll just move then!" She shouted back.

Mandy rolled her eyes, "Yeah, _good one, Alex_," she said as Alex stomped away. Sam, however, was still standing in the same position with her eyes fixated on Mandy.

Mandy quirked an eye-brow and gave her a suspicious look. "Whatcha looking at, Sammykins?"

"Nothing, _Mandy_." Sam frowned at her and marched away in the other direction.

Sam kept walking down the hall way. On her way, she passed by a pathetic looking Arnold who was now badly bruised and wearing a sweater vest almost torn to shreds. "_I'M NOT DONE WITH YOU YET!" _a dark voice howled from behind him. A cold shiver ran up Arnold's spine before he screamed again and started hobbling franticly away with Tara in close pursuit.

Finally, Sam reached her locker. She opened it with much force still quite angry about what she had seen but stopped herself from slamming the door. "I need to relax," she told herself. "Maybe Clover will fess up if I ask her about it." She collected her chemistry book, a note book, and a pencil. She closed the locker and resumed walking down the hall until she made it to room 198, the expansive, newly constructed science lab. She walked inside

"Hi, Mr. Roberts," she greeted her teacher who was sitting at his desk at the front of the class.

"Good evening, Samantha," the old man with the gray hair and moustache replied pleasantly to his favorite student.

Sam went and sat down at her usual seat in the center of the second row back. A few minutes later she spotted Clover's fair skinned and blonde haired head coming through the door. She considered giving her a really nasty look for a moment but restrained herself and arched her lips up into a smile when Clover looked over at her. She came and sat in the seat next to Sam.

"So what took you so long Clover?" Sam tried to ask innocently.

"What? Nothing. I told you I had to take care of something."

"_Reaaaally?" _Sam's patience was gone. "Well is it taken care of?" Sam asked in a snotty voice.

"Not yet, but hopefully soon." The red-head's expression became darkly furious. "What?" Clover asked, still trying to maintain her innocence.

At that very moment outside the room, a certain individual walked across the quickly emptying hall and stopped in front of a particular locker. Opening it revealed a black back-pack hanging from a hook which the person proceeded to unzip.

From with in the bag, two black, leather gloves were extracted. The person pulled one of the gloves down onto the right hand tightly and proceeded to do the same with left. The gloved hand then reached back inside the back-pack to grip the black, wooden handle of a large, silver carving knife.

While the knife was held inside the locker out of view of the few remaining students rushing to avoid tardiness, a gloved index finger ran up and down the long, slightly curved blade. Its finely honed sharpness could be felt from even under the leather.

While still gripping the knife with the right hand, the individual then fished through the book bag once more until another object was found. It was a small, black cube. It was lifted out of the bag and popped open with the thumb, the top half of the cube swinging back to reveal a small, red button. The gloved thumb pressed down on it. Suddenly, all the lights in the building went out, and the hallway and the every other room in the school was buried in a shroud of darkness.

The cube was closed and placed inside a pocket. The locker was shut, and the individual leaned against it. Still gripping the knife, the person waited patiently in the darkness.

It wasn't long before steps could be heard echoing through the otherwise empty hallway. The sound of steps became louder and louder. When they came close enough, the individual moved forward from the lockers and clamped a hand down onto the shoulder of the one emitting the noise.

"Who is it?" a familiar male voice asked. It was instantly recognized as David's.

There was no response to his question.

"Afraid of the dark, huh? Well, don't worry. I keep a flash-light in my locker for this very occasion. Just stay with me and I'll guide you to it." The leather hand moved from his shoulder to grip his arm tightly. "I can't see, but since my locker is number B207, I estimated it should be about 64 paces down the hall from room 117 where my Classic Lit class is and then another 42 paces to the right down this hallway where the lockers are. You stopped me at pace number 84 so that means only 22 paces to go."

When David finally finished talking, he continued taking his carefully estimated steps, and the one gripping his arm stayed at his side. After exactly 22 paces, he stopped and then turned sharply to the right.

The sound of a locker being opened could be heard. Shortly afterwards, David's devilishly handsome face was illuminated by the beam of a flashlight. "See, it was just a simple geometry problem." The beam then moved to illuminate the face of his companion. "Oh, it's you," he said, recognizing the face instantly.

The light then moved down to shine on the carving knife. "You must have come from a Family and Consumer Sciences class," he deduced. "Say, that's a really nice knife you have there. I can see the craftsmanship. There are some flaws with that design though, that's why I forged my own variant as part of my smithery hobby. The extra contours I added come in real handy when I'm carving my Roast Peking Duck ala _WAHHHHHHHHHHHHHH!_" his blood curdling scream echoed through the empty, dark halls of the school.

To Be Continued


	2. Chemistry

Disclaimer: I do not own nor am I affiliated with the characters of Totally Spies.

Author's Notes: One thing I want to ask for though is more reviews. I'm not mad at the people who read and don't review, but it would be a lot nicer if you did. It gives me extra incentive to make this story good.

**Later**

**Chapter 2 – Chemistry**

"I'm scared of the dark," a familiar, female voice said, trying to sound frightened but obviously over-acting.

"Don't worry, I'll protect you," the near-by confident, male voice answered her reassuringly.

Suddenly, the florescent lights of the science lab flickered back on to flood the room with bright light ending the darkness that had lasted for the past 3 minutes.

"AH!" Clover shrieked as she jumped out of the arms of Seymour Swett, the captain of the chess team. She recognized him though as Pizza Face, the nick-name given to him which referred to his oily and acne riddled complexion.

Clover ran across the room and sat back down in her seat next to Sam. She breathed in and out deeply reeling from the sudden fright.

"Well, that didn't last very long now did it?" Mr. Roberts asked, not speaking to any of his students in particular. "How odd, it usually takes longer to fix these things."

"Clover must have called and asked out every guy at the power station," Sam muttered somewhat audibly.

"_What did you say Sam?_" Clover asked, clenching her teeth.

Sam was trying to think of something else snotty to say to her when she heard the door creek open. Her eyes moved over to watch a certain girl with long, raven black hair and a designer, violet dress designed to augment her eyes as she made her appearance into the class room.

"Amanda, you do know you're tardy to class again?" Mr. Roberts asked her.

"I'm sorry _Mr. Rob,_ but I forgot to bring my lantern to school today. I must have left it _BACK IN_ _THE CAVE!_" Mandy screamed at him, her acidic voice reaching a pitch that was a few decibels away from breaking glass.

"Point taken," the middle aged man replied, emasculated. He knew when to choose his battles especially with Mandy.

Mandy took her seat in the third row back. Her eyes wandered over to Sam and Clover in the row above her. She saw the nasty look the red-head gave when she looked over at Clover. "_What?_ Are you mad at me about something?" Clover asked Sam defensively.

"_Hmmm_." A number of thoughts started pouring into Mandy's head.

"Ok, since everyone is now present and we have once again been granted the gift of light from the forces above, you may now choose a partner and begin on the lab assignment I assigned you on Thursday. We have one at the end of every week, you know what to do." Mr. Roberts then opened his newspaper and began reading an article on the dilemma of lowering teacher salaries.

At that moment, Sam once again heard that naturally whiney and nasally voice, but much more calm now, from behind her right ear, "Sammy you want to be my partner?"

Sam turned around to look up at Mandy and opened her mouth, "I…"

"No of course she doesn't!" Clover spat off, irritated. "Have you been sniffing that disgusting nail polish of yours? Sam is going to be my partner."

"Says who? Its not my fault all that yellow hair dye has seeped into your brain, and now you're so stupid you have to make poor Sam here do all your work for you."

"_AS IF! _Like you don't want to do the same thing, _Mandy!_" Clover barked back at her. "Why…"

"_OH,_ so you admit it now?" Sam asked Clover sharply while the vein on her forehead pounded.

"_Well_… I was going to do some of it," Clover nervously tried to answer innocently.

Sam turned back to the dark haired girl. "Mandy, you know what? I will be your partner."

Mandy grinned joyously. "Oh, Sammy, you so made the right choice."

"Sam, if you work with Mandy, _I swear_ I'm not talking to you for the rest of the day."

"_It's a deal_," Sam snarled at the infuriated blonde.

"Come on, Sammy, let's go to that empty corner in the back of the room as far away from certain fashion-inept morons as we can."

"Ok," Sam pleasantly agreed. As they walked away, Mandy turned her head around and stuck her tongue out at Clover as she continued to fume.

"Great, now who's left smart enough to be my partner?" Clover asked self-piteously as she scanned around the room. She then spotted a very handsome, dark-haired boy sitting in the front row. "Forget if you're smart, you'll do just fine," she said to him as hearts filled her eyes. The boy smiled widely in response. It was his lucky day.

Mandy and Sam made it over to the wide closet built into the wall at one side of the lab. It contained about 30 sterile, white lab coats all suspended from metal hangers. Mandy removed one from a hanger while she complained, "God I hate these dingy lab coats. They're so ugly! This white would never match with anything. Why do we have to wear them?" she asked Sam.

"They're for your safety Mandy. If a substance like an acid was spilled on you, you could get really hurt."

"_Well_, since you put it that way, I guess I don't mind so much." She then tried putting on the coat, but started struggling with it. "Sammy, could you help me put this on, I can't reach that far back,"

"Sure," Sam said as she opened the back of the coat and helped Mandy slide her slender right arm into it, and then helped her do the same with her left.

Sam then got her own lab coat off a hanger. Before she got a chance put it on though, Mandy grabbed it out of her hands. "Here, I'll help you."

"No, I can do it myself."

"No, you helped me, now I want to help you."

"Well, ok." Mandy held the coat open while she helped Sam slip her own arms into the white sleeves. "Thank you, Mandy." The two girls buttoned up their coats, took two pairs of safety goggles from a box on the ground, and then walked down to the empty lab table in the back corner Mandy had suggested earlier.

Sam pulled out the beakers they would need for the experiment from a compartment under the table and started setting them up on top, but stopped when curiosity go the better of her. "Mandy can I ask why you wanted to be my partner in the first place? I mean, don't you hate me?"

"No, I don't hate you, Sammy. I just wish you weren't friends with _Clover_," she explained, her disgust for the girl emphasized by the tone of her voice. "I don't believe how you put up with her. Why don't you just dump the blonde bimbo already?"

"Clover is not a blonde bimbo," she said with anger which was the automatic reaction to anyone talking badly of her best friend.

"_Really_?" Mandy quirked an eye-brow. "I saw what she did to you before class, and you're just ok with that?"

"Well… sometimes she does things that make me angry… but we always work it out in the end. I think she means well…. most of the time. I've been best friends with her since I was 6. Clover may not be perfect, but we do get along most of the time. I could never stop being her friend. She's like a sister to me."

"Ok. But even if she is your friend, why do you let her boss you around all the time?"

"Clover does not boss me around," Sam said, also annoyed at the suggestion.

"She was telling you who to be lab partners with."

"Well, maybe she was then, but she doesn't do that most of the time."

"Ok, so let's say if you wanted to be friends with me. I mean if you really wanted to. Would Clover tell you what to do then?"

Sam thought for a few seconds. "I don't really know. I never thought about that before," she lied. The true answer was instantly obvious even in Sam's mind.

"Well, I don't see how that's fair, Sam, Clover telling you who and who not to be friends with. I mean even if me and Clover don't like each other, why should you and me be enemies?"

"What do you mean, Mandy?" Sam couldn't quite tell where she was going with this.

"Well, don't you think the world be a better place if less people hated each other?"

"Yes… you're right about that. One thing I do really wish was that there was less hate in the world." In fact that was one of her deepest desires. During her time as an international spy she had encountered so much violence and mayhem spawned by hate and prejudice, much of it over petty issues and meaningless differences. There were times when she had begun to wonder if it would ever come to an end.

"So why should we hate each other for no reason?"

"I guess… we shouldn't."

"So, does that mean you'll be my friend?"

"Well, maybe if you weren't so mean to Clover and Alex all the time."

"I don't care about Alex. She doesn't bug me so much, but I don't think I'll ever be able to get along with Clover. But maybe I could just try harder to ignore her… a lot harder. Would you be my friend then?"

"Well, that does sound nice," Sam said, becoming swayed, "but are you sure you could just change like that?"

"For you I'd be willing to try."

"Well, if that's the case and you really mean it, then yes I would like to be your friend." Sam couldn't help but smile at her.

"Yay! Oh, do you really mean it, Sam?" She asked anticipatively as she suddenly grabbed Sam's right hand and held it between both of hers.

"If what you said is true, then yes I do."

"Oh, I'm so glad! I know you're going to _love_ _being my friend_." Sam at the moment noticed a discernable change in the tone of Mandy's voice.

"Sure thing, Mandy." Sam continued to smile back it her. She then glanced down at Mandy's hands which still hadn't been removed.

"We can go shopping, get mani-pedies, see movies, eat out, and do _a lot_ of other things together."

"That sounds great," Sam said, starting to get nervous for some reason she didn't quite understand yet.

"Well have _so much_ fun together and become _such_ good friends, it'll be like we aren't even friends at all. We'll get _so_ close to each other, it'll be like we're even more than friends. _How does that sound, Sammykins?_" Mandy asked, her expression becoming increasingly more devilish.

"I don't know what you're talking about," Sam said, the sheepish nervousness becoming overt in her voice as she tried to avert eye contact with the girl.

"_Awwwww_, come on, Sam. _Yeah you do_."

"I don't."

"_Are you sure you don't know?"_

"Yes."

"_Reaaaally?_"

"Yeah," Sam barely let out.

"_Hmmmm…_ Ok."

Mandy then took Sam's hand which she was still gripping and flipped it over so her palm was facing up, open. She then slid her right thumb up through Sam's fingers, over her palm, and to where she stopped it on her wrist and pressed down.

"What are you doing?" Sam asked, surprised.

"_Shhhhhh_, not so loud. I'm just going to listen to your pulse, Sammy," she said softly.

"Why?"

"To see if you're telling the truth, but mostly because _I want to_."

Sam's eyes darted around the room paranoid that someone could see what was happening.

"Don't worry. No ones paying attention to us. Everyone else is working too hard on the lab, and Mr. Roberts is slacking off reading the newspaper like he always does. Just look at me, Sammykins." Sam did as she was told and her green eyes made contact with Mandy's deep, violet orbs.

Mandy then took her other hand and wrapped it around the fingers of Sam's over-turned hand. She took her well manicured left thumb and started moving it in small, circular motions over the soft, sensitive skin of Sam's inner palm while she kept her other thumb firmly planted on her wrist.

"My, Sam, your pulse is so fast, and you're looking pretty flushed. What could be wrong with you?" she asked as she continued to stare into her with a sly grin.

"I don't know," she let out between heavy breaths.

"Still don't know _huh?_"

Sam just managed to shake her head a little bit to answer her.

"_Well_, I don't know if you know this, but I have noticed how you act around me sometimes. And you may think I don't notice, but I do see those looks you give me."

What she said was true. Something about Mandy often distracted her attention at odd moments. She also sometimes surprised herself by how concerned she became whenever Mandy's life was put in danger when her spy missions interacted with her regular life. She hadn't even admitted this to herself until now let alone anyone else.

She didn't know exactly what it was about Mandy, but ignoring her often bratty and mean-spirited nature which often grated her nerves, there was just something different about her that set her apart from all the other girls she knew. She couldn't quite put her finger on it, but there was something there. This was especially true when it came to her eyes. She often noticed something down in those deep, purple eyes, something that she liked. Looking into them now, they were once again having a hypnotizing effect on her. She couldn't take her own eyes off of them now even if she tried.

Mandy continued, "I just wanted to let you know how much I appreciate it, and I also want you to know that I feel the _exact,_ same way about you, Sam." Mandy noticed that those words caused Sam's pulse to quicken even more under the touch of her thumb, and she watched as her cheeks lit up even further to reach a shade that now rivaled the red of her hair.

"I can't stand seeing someone as cute, smart, and beautiful as you go to waste. So I was thinking maybe tonight we could go out together. I know some places where we could go and have a lot of fun. It would just be you and me and no one else. No one has to know about it. Not Clover, not Alex, not anyone. What do you say?"

"I'm not sure, Mandy," she told her truthfully. She had felt an uncontrollable urge to answer yes, but her mind was also suddenly swamped by a number of other conflicting emotions, thoughts, and concerns. Sam was used to being able to logically deduce decisions almost instantly, but now she had no idea what she wanted to do let alone what she should do.

"It's ok," Mandy told her reassuringly. "You don't have to decide right now. Just take some time and think about it. If you decide yes, give me a call sometime before eight. Just make the decision for yourself, ok, Sam?"

Sam just nodded again.

"Well, good," Mandy said cheerfully as she released her hands from her palm and wrist. "Now let's get this crappy lab over with. I hate this stupid class."

At that instant, the door to the lab suddenly swung open, and a male student almost leaped inside to shout, "Something horrible has happened!"

"What?" Mr. Roberts asked. "What has happened?"

"David is 11 minutes late to classic lit!" The room filled with the sounds of shocked gasps from the students.

"Call the police! Call the FBI! Call the National Guard! Call WOOH… Call somebody!" Clover shouted from the front of the room.

"What the hell's the big deal? So what David skipped a class?" Mandy asked Sam. "I'm getting real sick of everyone around here acting like he's Jesus."

"You don't understand, Mandy. David has never been absent or tardy to a class since the day he started here. It just isn't like him," she explained, concerned.

Finally, after the shock of David's sudden disappearance dissipated in the class room, Sam and Mandy began working on the lab assignment. Sam still felt a bit awkward because of what had happened between them earlier, but she was surprised by how well they worked together.

She could tell Mandy didn't know much about chemistry. However, she could also tell she was trying hard to understand the assignment and help where she could, something she couldn't help but appreciate. There was no sign of Mandy's incessant whining which she had observed from her so many times before. In fact, she felt like Mandy was actually learning from her, and playing the teacher was a role she had always enjoyed. She didn't feel the same way when Clover usually partnered with her. In fact, she didn't feel quite the same way working on any school assignment before.

Soon the assignment was finished and they handed in the lab report. The jarring sound of the bell then rang throughout the halls of the school. Caught off guard, Sam glanced up at the clock. She was surprised that it was indeed the end of class. It had seemed a lot shorter than that.

Mandy then stepped in front of her to look into her eyes again. "_Bye, Sammy._ I didn't know stupid, old chemistry could be so much fun. Thank you so much for being my partner," she said to her. "And you be careful just in case there really is a murderer on the loose," she said jokingly, referring to the rumor about David's fate that had been circulating around the class room. She then whispered, "Hope to see you later," before she gave her a quick wink with her right eye.

"Bye, Mandy," Sam said shyly as Mandy gave her a big wave as she walked away.

On her way, Mandy passed Clover who was trying very hard to burn a hole through her with her eyes. She stopped and turned to look at her with a quick quip about make-up in mind, but instead bit down on her tongue and started walking again until she was out the door and out of sight.

"So what, is she like your best friend now?" Clover asked Sam contemptuously when she walked by.

"I thought you said you weren't talking to me?"

"_Hmph!_ Why would I want to talk to a traitor anyways?"

Regardless of their current disdain for each other, they left the room together and started walking down the hall way side by side. When they turned a corner they were greeted by a very worried looking Alex. "Girls, did you hear about what happened to David?"

"Yeah, he missed classic lit. Word got around fast," Sam said.

"I also heard no one's heard from him since," Alex said.  
"I'm so worried about him. I just hope he's ok."

"Me too," Clover and Sam both answered simultaneously as they both looked down. Realizing they had mimicked each other, they then turned their heads to growl at each other like a couple of hungry pit bulls fighting over a bone.

"What's wrong with you two? You aren't mad at each other again are you?"

"You know why, Alex. But maybe you should ask Clover to see if she has anything to say about it."

"_Ask me?" _Clover squeaked. "I don't even know what your problem is."

"Yeah, you wouldn't, _would you?_" Sam asked accusingly.

"_Maybe a three letter word that begins with PMS,_" Clover mumbled.

"_What did you say?_"

"Girls, girls, please calm down. You shouldn't be fighting right now. What's important is that David is missing. We need to find him. He may be in danger and need our help. Maybe we should skip next period to investigate the school for clues."

"You're right, Alex. Good, idea," Sam said.

"Yeah, good idea, Alex. You and me can investigate the north wing of school while Sam investigates the south wing by herself."

Sam grabbed Alex's left arm, "No, how about me and Alex investigate the south wing while you investigate the north wing by yourself!"

Clover grabbed Alex's other arm, "Alex is investigating with me!"

"Over my dead body!" The two girls started jerking Alex back and forth.

"ENOUGH YOU TWO!" Alex screamed at them. "You'll both shut up and investigate with me at the same time, and you'll like it too! THAT'S FINAL!" After huffing for a moment, Alex calmed down. Clover and Sam both blinked speechless. It was rare that the cute, amicable girl had an outburst like that.

"Ok, the first place we'll investigate is this trash can," Alex said as she walked towards the aluminum cylinder next to the wall. She then lifted its dome shaped lid off and peered inside at the papers, chewed gum, and empty water bottles with in. When she lifted her head up from inspecting the trash, she commented, "You know for a second there, I thought maybe it would suck us into one of the WOOHP tunnels again, _AHHHHHHHHH!_" She screamed when a vortex of air suddenly spun out of the trash can and sucked Alex, Clover, and Sam down into the small, metal container.

To Be Continued


	3. Lost Time

Disclaimer: I don't own nor am I affiliated with Totally Spies.

**Later**

**Chapter 3 – Lost Time**

"Way to jinx it Alex!" Sam screamed as she fell through the twisting metal shoot at an incredible speed. Her red, vibrant hair trailed behind her like a failed parachute.

"I didn't knooow! I didn't knooooow!" Alex cried as she fell behind her. Her tears were pushed directly out of her tear ducts, not even touching her brown cheeks.

"I'll never be able to get these wrinkles out!" Clover screamed while she kept her hands placed firmly between her legs in an attempt to hide the contents of her dress from the eyes of peeping WOOHP cameras.

Alex then opened her eyes to see a light forming at the bottom of the tunnel that kept getting larger. She closed her eyes again the moment before she impacted the red couch under the opening of the chute, it barely cushioning her fall. She then felt the harsh impact of Sam dropping on top of her, followed by the extra weight of Clover being added to the pile. After reeling for a few moments, the three girls untangled their selves from the provocative looking heap to sit on Jerry's office couch properly. Alex sat at the center, and Sam and Clover sat to each side of her.

The three girls then began simultaneously adjusting their hair and make-up. However, they stopped and blinked when they noticed the dead serious expression of their boss standing in front of his desk. The seasoned, fifty-five year-old WOOHP director often maintained a businesslike demeanor. However, the girls could sense that something had really upset him.

Finally, Jerry spoke. "Spies, I'm sorry, but I must alert you of some truly shocking and disheartening news." His British accent sounded even more sober than usual.

"What is it Jerry?" Sam asked.

"It's about the fate of one of world's finest young men."

"Oh my god, did Tony Eagle have an accident on the half-pipe?" Clover asked.

"Did something happen to JRL Jr., the dashing junior senator from Massachusetts?" Sam asked. "Not that I believe in that family curse or anything."

"Is it The King of Pop, Jackson John?" Alex asked. "I know he's innocent, he would never hurt those elephants."

"No, I'm sorry to say…" Jerry stopped for a moment, getting too choked up, and brushed some tears away from the corners of his eyes. After a long, dramatic pause, he finally gained enough composure to continue. "David Nicklefield missed his Classical Literature class."

Sam, Alex, and Clover all gasped in total shock. "Wait, we already knew that," Alex said, after realizing.

"I guess word really did get around fast," Sam said, astounded. "Still, I'm really worried about him."

"_Me too_," Clover and Alex both agreed.

"Do you know where poor, defenseless David is?" Clover asked.

"Unfortunately, no. In fact, no one knows where David is." Jerry glanced at his watch. "He has been missing since exactly 50 minutes ago."

"But why would WOOHP care about David missing," Alex asked. "I know he's a super hottie, I mean _a real _super hottie, but what does he have to do with saving the world?"

"David has everything to do with saving the world, Alex. Even at age 17, David has become one of the leading, young activists of the United States. His involvement in after-school activities and international community service has made him a renowned public figure on a global stage.

His future looks very bright as well. Our WOOHP super computers have estimated with 67.9 percent accuracy that David will be elected president of the United States at age 35 and subsequently lead all other nations towards a thousand year long era of world peace. As you can see, David's personal safety is a matter of extreme importance to the future security of every nation on the planet."

"_Wow_, I had no idea David could be that important," Sam marveled.

"He's even cuter than before," Alex swooned.

"I could be with a president," Clover swooned.

"It pains me that I was not able to recruit him as a spy. He would've been our top agent. But alas, David's future belongs in the world of international politics not at WOOHP," Jerry explained almost tearing up again.

"Do you know anything about David's whereabouts?" Sam inquired. "Any clues at all?"

"Unfortunately, no. However, his disappearance coincided with a mysterious power loss of exactly 3 minutes through out all of Beverley Hills High School that I'm sure you all noticed. Strangely enough, a lapse in the surveillance footage from all the hundreds of hidden cameras WOOHP has installed through out the school also occurred during this power failure even though the cameras run on a different power source. I'm still unable to explain how that was possible. As for David, he has not been seen or heard from since the cameras resumed their regular operation. However, we do know whoever is responsible for David's disappearance must have acted during this period of lost time."

"Wait, do you have these cameras every where?" Alex asked after disturbing possibilities had flashed into her mind.

"I don't even want to know," Clover said dryly.

"Best not to think about it girls," Sam told them, trying to save her mind from being deeply scarred. "Jerry, has there been any escapes from the WOOHP Prisoner Holding Facility?"

"What," Jerry asked, being momentarily distracted. "_Uhhhh_, yes, that was my first thought as well, that one of your past adversaries had escaped and was trying to exact revenge. However, since I oversaw the upgrading of WOOHP security last month, there has not been one single escape."

"_Cha-right_, that's what you said the last 104 times, Jerr," Clover snipped sarcastically.

"I can assure you this time it is the truth. We have every inmate under tight surveillance, and everyone is accounted for. For example…" He extracted a small remote from his pocket and aimed it up at the big screen in front of them. "Here's Tim Scam." The screen switched to a live video feed of Scam leaning against the wall of his cell nonchalantly with arms crossed. "My brother, Terrence."

"God save the queen!" Terrence shouted before he fell back into bed after his dream-induced outburst. He then resumed his loud, British-accented snoring.

"Boogie Gus." He was picking his nose and humming some archaic pop tune completely oblivious to the camera. "Dr. Gilee." Gilee had a perpetual look of terror on his face, being frozen in a block of ice that kept him in suspended animation. "And even the Coffee King."

"_Coffee! Coffee! I need Coffee_," The man with the scraggly hair kept repeating to himself as he shook uncontrollably and hugged his knees from his position on the floor.

"Then who do you think could've kidnapped David?" Clover asked.

"While our cameras malfunctioned inside the school, our surveillance satellites on the other hand were fully functional. They spotted no one entering or leaving the building during that lapse of lost time. Further more, no one suspicious was spotted entering the school that day. Our satellite technology has also been upgraded to the point where we can read the human retina from orbit. The retina can even be read through sun glasses and contact lenses. Disguised individuals will be spotted easily. Only the regular students, staff, and faculty were inside the school before, during, and after the lost time. So the only possibility left is that someone who regularly attends the school is responsible for David's disappearance."

"Do you have any suspects?" Sam asked.

"Yes, we do. From analysis of the video by WOOHP's super computers, four prime suspects have been identified from all the possible candidates. Here is the first suspect." The image on the screen switched to that of a very pretty, young girl with maroon hair and a love-sick look on her face.

"Tara!" The three girls exclaimed.

"So you know this girl?" Jerry asked.

"She's my fashion and beauty protégé," Clover explained. "Jerry, I can tell you there's no way she kidnapped David. I'm a very good role-model. Plus if she was up to something, I would know it."

"Yeah, I kinda doubt that," Sam snorted harshly, still being mad with Clover.

"I'm sorry, Sam, did you say something?" Clover shot back.

"Well regardless of what you think about her character, Tara Respighi has been diagnosed with several obsessive personality disorders, making her a prime candidate for committing such a crime. She was also completely missing from her psychology class before the lapse in video and only resurfaced roaming the halls sometime later."

"Knowing Tara she probably skipped class to snoop through Clover's gym bag," Sam said.

"What are you talking about?" Clover gave Sam a puzzled and angry look. "My protégé would never do something like that."

Both Sam and Alex started snickering.

"What's so funny?" Clover asked, still confused.

"_Okaaaay_, moving along," Jerry said as the screen changed behind him to show the mug-shot of a teenaged boy with freckles, glasses, and badly combed hair.

"Arnold?" The three girls asked before they started cracking up.

"Jerry, please, Arnold would probably get beat up by 1st graders," Clover said. "David could so take him."

"True. From my review of the other footage, his fighting skills are rather pathetic, but if you girls remember this would not be the first time Mr. Jackson had received supernatural powers including strength and agility."

"You're right," Sam realized.

"I just hope he doesn't try to turn us into nerds again, yuck," Alex said, still a bit traumatized. Sam and Clover nodded in agreement.

"And I believe you all know the third suspect," Jerry said. The screen changed to show the long, raven hair, fair skin, and purple eyes of Mandy.

"She did it!" Clover shouted as she pointed at the screen accusingly.

"How are you so sure?" Jerry asked curiously.

"If Mandy is accused of something, she did it."

"_Clover!_ I know Mandy isn't always the nicest person, and she does have a lot of faults, but I don't think she would ever hurt anyone," Sam explained. "At least, give her the benefit of the doubt. These are serious allegations."

"I am serious. I don't know why you're defending that skank."

"Mandy is not a skank!"

"She sure is. Work on one lab with her, and now my best friend is turning traitor on me, huh?"

"What did you call me?" Sam snarled.

Clover was about to open her mouth again, but she stopped when she felt Alex tugging on her shoulder. "Clover, just please let it go. You two are supposed to be best friends. I don't like seeing you get like this."

"Not to mention you are being very unprofessional in the work place," Jerry added.

"Well, fine! I'll just go back to not talking to her if that's how it is."

"Fine with me!" Sam snapped back.

"In any event, regarding the suspicions of Amanda Luxe, we did capture this video." The screen changed to camera footage from one of the hallways of Beverly Hills High. It showed Clover talking to David for a second before it zoomed in on Mandy who was watching them from the background obviously trying to snoop on them. The camera then zoomed back out to listen in to Clover and David's conversation.

"Come on David. Why would you want to spend time with those smelly, old turtles when you could spend tonight with me? _I'll make it worth you while_," Clover said as she placed her hand and his chest and ran it down to his stomach.

Back on Jerry's couch, Clover nervously turned her head to see Sam, Alex, and Jerry giving her suspicious looks.

"Ha, ha," Clover laughed nervously, obviously embarrassed.

Back on the screen, David answered her, "I'm sorry Clover, but nothing is more worth while than the satisfaction I get from helping preserve our endangered species."

At that moment, a mass that had been rolling down the hall-way came to stop near where David and Clover were standing. The camera zoomed in to reveal it was actually a boy and girl entangled with each other. "How dare you pull my hair!" Tara screamed at Arnold.

"You did it first!" The boy screamed back as they both kept tugging on each other's hair. However, they ceased their clawing and hair pulling when they noticed the person standing above them.

"Hi Clover!" They both greeted her ecstatically from the floor. When they noticed David standing next to her, they both growled at him for encroaching on their territory

Clover looked at them for a second before she turned her attention back to David. "Are you sure there's _nothing I can't do _to change your mind?" She asked while giving a sly smile and a raised eye-brow as if the suggestion wasn't obvious enough.

"No, I'm sorry, Clover. Maybe we can go out some other time. Right now, I have to get to classic lit or I'm gong to be tardy. Talk to you later, Clover," he said as he waved and walked off in the direction of his class.

Clover reluctantly accepted defeat for the time being and started walking again. The camera followed her as she neared the corner in the hall way where Mandy was waiting for her with a devilish smirk. "_Awww,_ _poor Clover_ batting for zero."

"Go suck on a lemon Mandy," she said as she stormed past.

"Yeah, and I'm sure you know a whole lot about sucking." A giggle almost escaped from Sam's lips before she covered her mouth with her hand to stop herself. She looked over at Clover, and she looked absolutely furious as she stared up at the screen.

"Now its Mandy's turn," she said to herself as she stretched her interlocked fingers up on the screen. The dark haired girl then sprinted quickly down the hall just in time to catch David before he entered his class. "_Saaaay_, David…"

"Sorry, Mandy, but I can't go on a date with you," he said, cutting her off. "Tonight I'm volunteering in the Galapagos Islands to help the endangered, giant tortoises that have come down with a rare virus," he said the moment before he entered the door and shut it behind him.

Mandy just stood there and fumed. "I hope those turtles eat you alive, you skinny, pretentious prick," she muttered to herself.

Sam laughed loudly after hearing that remark. Then she realized that Clover, Alex, and Jerry's eyes were all piercing through her with nasty stares. "_Ummm_… Yeah, what a horrible thing to say."

"Indeed," Jerry agreed.

On the video, Mandy walked back to her locker, looking pretty upset. She flung open the door and it banged against the metal of the adjacent locker. The locker door then swung back and stopped to block the view of exactly what she was messing with in her locker. The video then suddenly changed to static.

"And that's when the interruption in our surveillance footage took place," Jerry explained.

"Ok, but who's the last suspect," Alex asked curiously.

"Very good question, Alex." He pressed a button, and the screen switched to the familiar portrait of a girl with smooth cocoa colored skin, a dark bowl-like hairdo, and a pretty, cute face.

Sam, Clover, and Alex's jaws dropped open.

"Alexandra Vasquez. Age 17. 5 foot 4. 112 pounds. Biological child of Hector Vasquez, a prosecuting attorney, and Carmen Guerrero, the founder of True Match Online Dating Service. Step child of Shawn Hart, a door to door salesman. A very modest student but an efficient problem solver if put under pressure. Excels at most athletic activities and has significantly higher than average agility. Highly skilled in several martial arts including karate, judo, kick-boxing, and Kung-WOOHP. A WOOHP agent for 3 years. Assigned to team mates, Clover Ewing and Samantha Simpson. Elevated to Super Spy status after 2 and a half years of service. Mission success rate is 87.9 percent," Jerry said, finally finishing reading her file.

"_Meeeeeee?_" Alex asked, shocked as her eyes started to water up.

"What kind of tea are you drinking?" Clover shouted angry. "Alex would never hurt anyone in a million years!"

"I agree," Sam said. "Don't you know us well enough to trust us? This is completely ridiculous."

"I do trust you. I apologize Alex, but this suspicion is based on the cold, hard facts deduced by the analysis of the video by our WOOHP super computers. Here I'll show you." The image on the screen changed to video recorded by another camera hidden inside Beverly Hills High School. "This is the shop class in room 113 in which you were supposed to be attending. Your seat is the 2nd from the left in the 3rd row from the front. As you can see, your seat is clearly empty."

"I thought you said you were going to shop class, Alex," Sam told her.

"I was. Honest. I just realized I left my wood-carving project in my room so I ran back home before class started. I got it, but then I accidentally tripped and dropped it down a drain on the way back. It was shaped like a bunny, _I swear_," she pleaded. "You guys believe me right?" She asked.

"Of course we do," Sam said as she put a hand on her shoulder.

"Yeah, like you even need to ask," Clover said as she rubbed her other shoulder comfortingly. "We know you'd never do anything wrong, especially to David of all people. Its not your fault _some people_ are getting senile."

"_Hmmm_." Jerry scrunched his lips up. "There's one problem with that story. We checked the satellite video and there's no trace of Alex leaving the building or walking to or from your villa during that time span."

Alex gave a really guilty expression as everyone stared at her for an explanation. She then reached into the back pocket of her shorts and then held out a beautiful gold ring with a very large, glimmering diamond. "This is why no one saw me," she said sheepishly.

Jerry walked up and raised Alex's hand while she still held the ring and got a closer look at it. "It's the WOOHP Diamond Invisibility Shield!" he exclaimed. "How did you get this? It hasn't even made it to the testing stage yet."

"_Wellllll_…. I kinda begged Ricky from R&D until he let me borrow it for a while."

"Well, I'll be borrowing it back now," Jerry said as he snapped the ring back from her fingers. "You know taking gadgets this early in the development cycle for personal use is strictly against WOOHP policy. Do you have anything to say for yourself?"

"I'm really, really sorry, Jerry. Being invisible just sounded so cool, and it was such a pretty ring. I couldn't help myself. I knew what I did was wrong. You can do anything you want to me, just please don't punish Ricky. It's not really his fault, and I kinda like him too," Alex admitted, blushing a bit.

"Well, since this is your first infraction, Alex, I will try to over look it as long as _nothing_ like this ever happens again. As for Richard, he is a great asset to WOOHP, but he should've known better. I may have to dock his pay for this."

"Wait, you actually pay people?" Clover asked, shocked.

"Ok, time for gadgets!" Jerry yelled, quickly changing the subject. "GLADIS?"

"Today's gadgets will be the Heat-Sensor 6000 Infrared Sunglasses and the Ice-Queen Perfume," the electronic, female voice of GLADIS, the computer, explained. Two long metallic arms than came down from the ceiling and dropped the sunglasses and vials of perfume into Sam and Clover's laps.

"Where's my gadgets?" Alex asked.

"I'm sorry but I do not aid and abed potential criminals," GLADIS answered, her robotic, monotone voice giving off as much sass as possible.

"I'm sorry, but I agree with GLADIS. Your alibi appears to be sound, but I must see if Richard, the records of your shop class, and probably even the sewer corroborate your story before I can give you gadgets again. I'm also going to have to ask you for your x-powder."

"Ok." Alex handed it over and then stared down at the floor, feeling humiliated from the whole ordeal.

"You still haven't explained exactly what our mission is, Jerry," Sam told him.

"Your mission is simply to attend school normally as if David had never disappeared, investigate the suspects, and keep a keen eye out for any clues. There is a possibility that the perpetrator may strike again, so be ready. Because of the danger of this situation and because I thought you would be short-handed due to Alex being a suspect, I went ahead and arranged for a top WOOHP agent to assist you with the investigation. I believe you know him already," Jerry said, grinning as a tall, muscular, incredibly handsome, young man with brunette hair and a blue WOOHP uniform walked into the room.

"Dean!" All three girls cheered joyously before they ran up and hugged him.

"Ladies, ladies, one at a time. There's enough Dean to go around for everybody. Believe me, I'm happy to see you again too."

"For this investigation Dean will be working undercover as a new transfer at your school," Jerry explained.

"And don't worry, when the Dean Machine is on the scene, the case will come clean," he said, oozing confidence.

Sam removed herself from him. "I think you mean the case will be closed or solved, Dean. There's no such thing as a case coming clean."

"What you said was so cool because it rhymed," Alex said as she nuzzled against his broad shoulder.

* * *

Clover stared into the glass, admiring the girl with the beautiful blonde hair and blue eyes who continued to look back at her. "Hey, sexy," she said as she winked at her. She then puckered her lips to finish applying her pink lip-stick. That's when she noticed another familiar face had appeared in the bath-room mirror, and she didn't look very happy. "What's wrong Alex?"

"Sam's been real quite all night, Clover. I think she's really upset about David."

"You think so?"

"Yeah. It looks like she's taking it pretty hard. She even said she wanted to stay in tonight instead of going out. You should go talk to her. I don't think you two should be mad at each other right now."

"Ok," Clover agreed. She finished applying her make-up and then walked through the hall way, down the stairs, and into the living room to see Sam staring silently ahead at the tv screen. She didn't look too engrossed in what she was watching though. In fact, she looked like she was deep in thought and pretty distraught.

"Hi, Sam."

"Hi," she replied without much enthusiasm. She didn't even turn her head to look at her.

"I'm about to go on my date tonight, and I thought maybe we could talk first."

"I'm guessing it's not with Arnold," Sam said cynically.

"No, I was gonna go out with Kenny from Chemistry. But if I take out Arnold instead will you maybe not be mad at me anymore?"

"Well, it would be a start," Sam said, finally looking at her.

"Listen, Sam, after I saw myself up there on the screen like that I felt humiliated. Thinking back now, I'm ashamed about what I did. I should've never gone behind your back like that. I'm really sorry. Will you please forgive me?"

"Well, I was thinking about it too. You have a right to ask out David as much as I do. It was wrong for me to have gotten mad about that. But we should be honest with each other. You don't need to lie to me about something like that. But now that you've apologized, yes, I do forgive you." Sam managed to curl her lips up into a small smile to try to demonstrate the fact, but to Clover she still looked depressed.

Clover responded by running up and wrapping her arms around her in a warm hug. "Sam, you're my best friend, and I love you. I'm sorry I lied to you."

"Its ok, Clover. I love you too, even if we do fight sometimes," she said as she hugged her back.

"Hey, you want me to stay home tonight? We could watch movies and order Tai food."

"No, its ok. I think Arnold deserves at least one date, especially after Tara beat him up like that."

"I guess you're right."

"Plus do a little investigating. He is a suspect as hard as that is to believe."

"Sure, no problem, but you really don't have a date tonight?"

"No."

"I could give you some digits, I have plenty," Clover offered.

"No, its ok. I just don't feel like going out tonight. I can stay home one night. It's not a big deal."

"Well, all right. You're really worried about David, aren't you?"

Sam hesitated for a moment before she finally answered, "Yeah."

"Don't worry, I'll bring him back if it's the last thing I do," Clover said, raising a clamped fist.

"I'm sure we will."

"Well, I guess I better call Kenny to tell him the bad news and _then call Arnold_," she said, her disinterest in the last part extremely apparent. "You just try to have a good night Sammy. I'll see you when I get home. Hopefully, that's as soon as possible."

"Sure thing, Clover."

Clover then extracted her cell phone from her purse, flipped it open, and pressed a few buttons to make the call. "Hi Kenny… Yeah, ummm, about tonight, I just remembered I'm busy… I'm washing my hair… Sorry, maybe some other time. Bah bye," she said before she cut him off.

She then called Arnold's number which was saved in her phone's memory for easy access to homework answers. "Hello, Arnold… Yes, it's me Clover… You doing anything tonight, of course not, but can you still walk?… Damn… Well, put on the least embarrassing thing you have, we're going out tonight…. Yes, really… No, this is not a joke, but I'm telling your right now I'm not going to be caught dead in the stupid observatory," Clover said. She kept barking commands at him through the phone as she walked out the door.

Alex, who had been watching the entire scene unfold from on top of the stairs, came down, stopped in front of Sam, and smiled at her. "Thanks, Sam"

"Thanks for what, Alex?"

"For being yourself."

"What do you mean?"

"I mean I don't know how good of a person Clover would be if you weren't always there to bring her back down to earth. You know, not everyone is lucky enough to have someone like you."

"Thanks Alex. I think you give me too much credit though. Clover's really not that bad."

"Of course she isn't." Alex put a hand on Sam's shoulder and continued to smile warmly at her. "Ok, I'm going out on my date now. Just try to cheer up, ok Sam? Don't worry, we'll get David back."

"I'm sure we will. Have fun, ok? I'll be all right."

She waved at her friend who waved back and then passed through the front door. Sam couldn't help feeling a bit guilty from lying to Alex and Clover like that. David's disappearance had upset her, but something else had very much been on her mind.

She turned off the tv and then solemnly marched up the stairs and down the hall to her room. She then sat down into her comfy recliner in which she had spent countless hours studying. She wanted to try to think again, except this time not about math or science.

She glanced over at the digital clock on her dresser. It read 7:05. Then she heard her voice again, reminding her, "If you decide yes, give me a call sometime before eight." Just hearing that voice again in her head gave her a rush. She had found it annoying before, but somehow it sounded different now. It was still nasally, but it also held a very cute and sexy element to it. Soon other things she had said to her during Chemistry re-entered her mind, "We'll get so close to each other, it'll be like we're even more than friends… I also want you to know that I feel the _exact_, same way about you, Sam… I can't stand seeing someone as cute, smart, and beautiful as you go to waste."

She put her hand on her chest and could feel the very strong thumping rhythm of her heart. She then moved it to her cheek and it felt warm, and she could feel the sweat from her palm. In fact her whole body felt like it had been taken over by a pleasant, warm, intoxicating sensation. She then relived how the caress of Mandy's slender fingers and the stare she gave her with those deep, purple eyes made her feel like she was going to melt into the floor. She had liked many guys before, but somehow her moments with them weren't quite the same. The attention she had received from Mandy for that short while had made her feel like the most special girl in the world. It didn't seem logical at all. With all the nasty things she had done in the past, she shouldn't make her feel this way, but some how none of that seemed to matter anymore. All that seemed to matter was being able to share something like that with her again.

Then suddenly her euphoria was crashed by Clover's voice entering her head, "Sam, if you work with Mandy, I swear I'm not talking to you for the rest of the day," and then again, "I don't know why you are defending that skank… and now my best friend is turning traitor on me, huh?" Many earlier instances of Clover exploding over Mandy's antics and Clover and Alex vocalizing their hatred for the girl flooded back into her memory. In fact, their hatred for Mandy seemed stronger than the disdain they had for any of their enemies they fought as spies.

Then she heard her own words she had said not too long ago, "But we should be honest with each other." How could she ever be honest to them about liking Mandy like that? It seemed unfathomable. If she tried to keep it a secret, what if they were to find out? How would they react? She had been best friends with Clover and Alex almost as far back as she could remember. She loved them dearly. They were even closer to her than her own family. Could her friendship with them possibly end over something like this?

Despite these worries that were gnawing at her stomach, she couldn't help feeling that insatiable, warm feeling blanket over her again when she thought about Mandy. What Mandy had said about the looks Sam gave her was true. Her beauty and her distinctive allure had often stolen her attention. And now that she had admitted it to herself, she begun to realize this wasn't just a recent occurrence. She could begin to feel that these emotions traveled back further than that. But how long had she admired her? Months? Years? Since the first time she saw her?

She wasn't quite sure what the answer was yet, but a history of crush was beginning to bubble its way back up from her subconscious. Perhaps it had been pushed down into the dark depths or her mind due to despair it could never be acted on or paranoia that someone else would find out. Maybe she had joined in on the hatred of Mandy as a defense to keep these feelings at bay. Either way, she could feel a great longing coming back into her heart, a longing to be with Mandy.

Sam glanced at her clock again and was shocked to see it read 7:57. Had she really been sitting here thinking for that long? Her heart started pounding again, but this time out of panic. She looked over at the cell-phone on her dresser and then at her cordless phone on the night-stand. They both seemed like a million miles away.

Finally, she got up, went to the night stand, and picked the cordless handset up off of the base. She then stared at it in her hand. What was Mandy's number? She hadn't even bothered to find out. She started to panic some more, but then some how all the digits to Mandy's phone number almost magically appeared in her head one by one. Why did she know it? She must've read it from the school phone-book at some point in the past. That was the only explanation.

However, when she looked down at the numbers on the phone, suddenly visions of Clover and Alex's faces materialized and forlornly stared back up at her almost begging her not to do it. She turned away from them to look back at her clock again. It read 7:59. She reached forward with a terribly trembling finger and inched it closer and closer to the pad. It touched the key for the number 3, but she hesitated in actually pressing it in. She wanted to press it so badly, but whenever she tried it was like some invisible force was holding her finger back.

Instead, she looked at the clock and it was 8:00. The phone dropped to the ground, and two trails of tears began pouring down her cheeks. She collapsed onto her bed and buried her head into her pillow which soon became damp with tears. Maybe tomorrow things would go back to being normal. Maybe some how she would be able to forget the whole thing had ever happened and go on with her life. Right now, however, it really hurt.

To Be Continued


	4. Normal

Author's Notes: Please give me comments on this new chapter. Those always make me want to write more.

Disclaimer: I don't own nor am I affiliated with Totally Spies.

**Later**

**Chapter 4 – Normal**

The beautiful girl with the long red hair and emerald green eyes turned the dial on her lock back and forth. Finally, she found the right combination, and her locker opened up. She then slid her back-pack off her petit yet athletic body and hung it on the metal hook inside. Sam then stood there and stared into the metal box almost mournfully.

She wondered why she couldn't shake these intense feelings of regret and sadness she had been having. They had been torturing her since she failed to fill Mandy's request to call her Friday night. Did that decision to not go out with Mandy really cause her to feel this way? How could deciding not to spend time with Mandy, of all people, have caused her to fall into a depression this deep?

However, below those feelings of sadness, she could also feel a pit of intense excitement, something that told her there was still hope. It was a hope that she could finally obtain the one thing she had always really wanted.

She didn't quite know why she was feeling these conflicting emotions, but at this point she was beginning to wish desperately that they would just go away and stop nagging at her heart.

While still standing there lost in her thoughts, she felt the fingers of a warm hand begin to massage her shoulder. She then turned around to look and saw it was her two friends, Alex and Clover.

"Hey, Sammy. You doing ok?" Alex asked with her puppy dog eyes, obviously concerned for her.

Clover also looked quite worried. "Yeah, you all right, Sam?"

"Yes, of course. Why wouldn't I be?" Sam asked evasively.

"Well, you look like something's bugging you, Sam. In fact, you've looked kinda upset all weekend," Alex explained. "Is there anything you want to talk to us about?"

"Yeah, you can tell us anything, Sam. It's ok. We'll understand. We're your best friends," Clover added.

Sam looked into her friends' eyes. She could see they were filled with nothing but completely honest and innocent compassion for their friend. For a moment she considered telling them the truth about what had happened and the weird feelings it had produced. Maybe they would understand like they claimed, and she would be able to let it all off her chest for good.

However, just as fast, the fear of how they might really react to these strange feelings she had been having towards Mandy crept back up from down her spine. She then looked away from their eyes, "_Uhhhh_… I just think I've been studying too much. These two tests in History and Chemistry this week just have me stressed out, I guess."

"_Ughh_, don't remind me about it. I haven't even opened my books yet," Clover said.

"Me neither." Alex laughed nervously. "But you shouldn't worry, Sam. You always do so great in science and social studies."

"Maybe, you're right. Maybe, I'm just worrying too much."

"Yeah, you should try to relax a bit, Sammy," Clover said.

"Hey, maybe tonight we should all study together," Alex decided. "It'll be fun. We can order pizza too!"

"Good idea, Alex," Clover agreed. "Just no pineapple and tofu this time." Alex looked a little disappointed hearing that demand.

"Well, ok. That does sound fun," Sam said, finally able to curl her lips up into a small smile. "It's a date."

"Hey, speaking of dates… Clover, you going to give _you know who _a second one? Maybe you'll get lucky this time," Alex said, snickering a bit and elbowing Sam, who then let out a couple small laughs at the joke.

"_Ha ha, real funny, Alex_," Clover said, scowling. "Arnold's lucky he got one date. I'd rather shop at Wall-To-Wall Mart then have to sit through another stupid Star Truck movie," she said, rolling her eyes.

"Yeah, but Clover, did you notice anything suspicious about him?" Sam asked. "I mean anything suspicious other than Arnold being Arnold. He is a suspect in David's disappearance after all."

"_Well_… there was one thing. When we were at the movies, he tried to put his arm around my shoulder. _As if!"_ Alex and Sam started snickering again. "I pushed him off, but then I noticed he was wearing this green, shiny ring on his middle finger."

"Wait… you don't think?" Alex asked.

"Clover, do you think it could be the same ring that transformed Arnold into that evil hunk who tried to turn everyone in the world into nerds?"

"_Well_… It was kinda dark. It looked sorta similar to me, but I couldn't be sure. When I asked him about it after the movie, he said he bought it in an old, mysterious store in China Town. He said that the store owner told him that it would help him in romance and give him great power. I thought he was just being a dork."

"_Hmmm_, strange. Did you ask him where he was during Friday's school black-out?"

"Yeah, he said he couldn't remember it happening. After his fight with Tara, he said he went to the nurse and she gave him some pain medication. He guessed that must've made him doze off during the black out."

"Also very strange," Sam said with her hand on her chin. "Well, maybe it's just a coincidence, but let's keep a close eye on Arnold and his ring just in case."

"Well, you guys can do that. After that date, I've had enough of Arnold for a life time. Would you believe he actually wore a red bow-tie?"

Clover then continued to rant on and on about how nerdy Arnold had been on their date. Alex listened attentively. However, Clover's complaining was drowned out in Sam's mind as she turned to stare at the alluring, doll-like face, slim but curvy body, long hair of the deepest, blackest pitch, and beautiful, hypnotizing, purple eyes of Mandy as she appeared down the hall.

Sam was so mesmerized that it was few seconds before she even noticed that Mandy was wedged between two other girls. They were the long, fluffy haired and chocolate skinned Catlin and the shorter haired and lighter skinned Dominique, Mandy's closest and most undyingly loyal companions.

Mandy was in the center of the three and had each arm draped over the shoulders of Catlin and Dominique, respectively. They continued strolling along down the hall in Sam's direction with Mandy holding the two girls scrunched up provocatively close to her.

"So did you girls have a good time Friday night?" Mandy asked loud enough that Sam could hear.

"Oh yes, Mandy, it was _sooo wonderful_," Dominique said, nearly swooning.

"Best I ever had, Mandy, for real!" Catlin excitedly agreed.

Mandy's grin couldn't have been more devilish. "You two like our girls only nights, _don'cha_?"

"Of course, Mandy, _you're the best_," Dominique answered dreamily. "No one knows how to make a girl feel good like you do. No one even compares."

"I so totally agree!" Catlin squealed.

"I'm so glad I have you two as my _friends_," she then turned to make direct eye contact with Sam, who stood there, petrified, as her heart started to pound wildly, "and not any of those _losers_." Hearing that, Sam turned away from those piercing, purple eyes and looked down at the ground completely dejected.

"_Cha-right_, like we'd want to be your friends Mandy!" Clover barked at them as the three, interlocked girls giggled and passed by.

Alex then noticed how hurt Sam suddenly looked. "Sam you ok? You look like the hottest guy in the world just dumped you."

"Yeah, I'm fine," she said, desperately trying to cover up her emotions. In reality, she looked like she was on the verge of tears.

"Are you sure it's just those tests? Looks more like boy problems to me," Clover astutely deduced. "Are you still upset about David, Sam?"

"… yeah, I am."

"_Awwww_," Clover and Alex both said simultaneously as they engulfed the red-head in a tight, warm hug.

"Don't worry, I'm sure David's fine," Clover said, squeezing her.

"We'll get him back soon, Sammy," Alex said, nuzzling her.

"Thanks guys, I don't know what I would do without you. You two are really are the best friends I have in the world. I'm so grateful to have you."

"_Aww_, thanks, Sam, that was sweet," Alex said as her and Clover ended the warm embrace.

"Yeah, Sam, we love you too," Clover said affectionately. "Hey, Alex, I got an idea. How about let's find a new hottie for Sam to cheer her up?"

"_Ohhh_, great idea Clover!" Alex said, already jumping with giddy enthusiasm.

"Well, I guess someone new couldn't hurt." She decided to go a long with it despite having protested them setting her up on dates in the past. Maybe a new boyfriend would be the best thing to make her forget these confusing emotions she had been feeling towards Mandy.

"Well, I already know one super hottie who's now in Bev High, Dean!" Clover squeaked.

"Oh yeah, I almost forgot Dean's in our school now! Have you guys seen him yet?" Alex asked excitedly.

"_Woooow_, you know the captain of the football team?" asked the deep voice of a near by, tall, muscular boy in a blue and yellow Beverly Hills High varsity jacket.

"No, we're talking about a new transfer student, Dean McClean," Sam explained.

"Yeah, Dean the Machine! He's our new team captain."

"_Ummm_, excuse me, this is his first day of school and the opening bell hasn't even rung yet. So how could he possibly be the team captain already?" Sam asked.

"He walked by Coach Guile this morning, and he was so impressed by his awesome bod that he made him our new captain right on the spot. With someone like Dean on our team, I think we're going to have an awesome season!"

"Wow and I thought David was popular," Alex said.

"Yeah, no kidding," Sam said, mystified.

"Oh my god, if a total hottie like Dean is going to be on the football team, we better buy season tickets!" Clover said as she started drooling at thoughts of Dean in a football uniform, Dean without the uniform in the boy's locker room, and a number of other very perverted scenarios.

Before Alex or Sam could respond to her suggestion, the opening bell rang, and all three girls scurried off to their first period classes.

* * *

Sam was sitting in her Chemistry class, listening to Mr. Roberts drone on endlessly as he gave his lecture. Sam, who was usually attentive in class, was now seriously bored. She knew the material extremely well. She had already studied it several times over during the weekend in an attempt to clear her mind of what had happened Friday.

Despite what had happened that day between her and Mandy, today things had been surprising normal. Her classes were all over the material she predicted they would be, and her teachers all used their same, old teaching methods they always used. Nothing on the two pop-quizzes she received had surprised her, and she finished them with little to no effort. In between classes, she chatted with Clover and Alex about the typical subjects of boys, teen idols, fashion, and sales at the mall like they did every other day. Even Mandy was acting exactly like she had before last Friday, dishing out snotty remarks at her and her friends when ever she came in their vicinity, setting off brief bouts of quarreling like they had hundreds of times before.

Maybe she didn't need to worry anymore she thought. Maybe what had happened in this very class-room last Friday was a lie. She and Mandy getting along so well without fighting must've been some kind of fluke. When Mandy put her hands onto Sam's and stared into her eyes, she must've only been trying to trick her to make fun of her. She mustn't have really meant what she had said about thinking she was smart, cute, and beautiful. She mustn't have really meant it when she said she wanted to be alone with her and be closer to her than anyone else had ever been before. Maybe those wonderful feelings that Mandy made Sam feel that day weren't true after all. The thought of her and Mandy being together like that again must have only been an illusion. Maybe everything was going back to normal now, back to the way it had been before, back to the way it was always supposed to be, and back to the way it should be.

Finally, the bell rang. It felt like a god-send to this unending boredom of Sam's, something she was honestly not used to feeling about any of her classes. She got her things and got up from her desk. As she walked towards the door, she spotted Mandy who was picking up her books. Some how from somewhere Sam got the nerve to approach her.

"Um, hi Mandy," she said very shyly.

Mandy looked up at her with an extremely scornful, nasty expression, one that seemed to wish death upon those who saw it. "Nice top, Sam! Did you pull it out of the dumpster behind the discount store?" she spat off with as much venom as she could muster within her.

The red-head's face turned red with rage. "Nice teeth Mandy! They're so yellow, I can't believe they're not butter!" Sam bellowed.

"_Hmph!_" Mandy put her nose up and marched out of the class room.

"Wow, way to go Sam! I think that's the best Mandy slam I've heard from you ever," Clover congratulated her as she put up an open palm which Sam slapped for a high-five. However, Clover grabbed a hold of Sam's hand and brought it down to look at it when she noticed how much her fingers were trembling.

"Wow, Sam, you seem kinda intense."

Sam finally stopped huffing from all the anger. "Yeah, I think I feel better now. I just remembered how much I hate that bitch. I think things are going to be normal now."

"Normal?" Clover asked, puzzled both from that strange comment and Sam's out of character curse.

"Never mind, let's just get to English." Sam then exited the chemistry lab with Clover, perhaps leaving part of her self behind.

To Be Continued


	5. A Cold Day in Hell

Disclaimer: I do not own nor am I affiliated with Totally Spies.

Author's Notes: Right now I'm only following the continuity of seasons 1 to 4. If you read, please review.

**Later**

**Chapter 5 – A Cold Day in Hell**

Sam and Alex were strolling through Beverly Hill High School on their way to the cafeteria. They had traveled this path hundreds of times before, but today their journey was cut short when their course was interrupted by an endlessly long line of teenaged females, all waiting anxiously for something.

"Did they move the lunch line?" Alex asked her red-headed friend.

"No, this is way too long to be the lunch line. Let's find out what it's for." Sam and Alex went to the end of the line. "Excuse me, but what are we waiting for?" she asked the next girl in line.

"To get a date with the cutest, hottest, hunkiest boy on the planet!" the very portly girl squealed.

"Wow, sounds good to me!" Alex said.

"I guess if the line is this long, he must be a real hottie. Let's stay in line!" Sam agreed, sharing Alex's enthusiasm.

Unbeknownst to the two spies, far at the head of the line was a table where sat a young teenaged boy they both knew. Currently, he was preoccupied with flirting with the girl who was first in line and the one who he had just penciled into his schedule on the table for a 10:45 PM appointment on the upcoming Wednesday. The girl was the very blonde, beautiful, and nubile Chastity Snow. She was a popular cheer-leader who most of the boys in school lusted after but could not obtain because she rarely dated. For this reason, some boys had given her the nick name "ice queen" or even "prude." Despite all this, the boy at the table had her in the palm of his hand with little effort at all.

"You're not only the captain of the football team, the soccer team, and the swim team, but you know kung fu too?" Chastity asked him, mesmerized.

"Yeah, I mastered Kung Fu and seven other martial arts the day I was born," he said as if it was nothing remarkable.

"_Wooooow, _how is that even possible?"

"God-given, natural talent of course."

"You're just so amazing Dean."

"I know I'm amazing. Come over to my place and I'll show you my baby pictures. I have hundreds of me kicking and chopping other babies in the head."

"Oh, that sounds _sooooo_ cute!"

"They are cute, and after we're done looking at my baby pictures, I can show you just how amazing the grown-up Dean really is. If you know what I mean," he said with a sly, toothy grin followed by an excessively cheesy wink.

Chastity then emitted a high-pitched shriek of pure ecstasy and then let out a slow moan as she slumped into a heap on the floor. She continued to lay motionless there, lost in a state of uncontrollable euphoria.

"Next!"

The pretty girl with the unruly maroon hair named Tara stepped over the girl on the floor and then stood in front of the table.

"Hey, cupcake. I definitely think you're cute enough to be investigated. Are you free next Tuesday at 4:15 or maybe Thursday at 3 in the morning, or perhaps the..."

"You're not Clover…" she said sharply.

"No, baby, I'm Dean, the man of your dream…"

Tara cut him off again, "I thought maybe Clover was hiring another assistant." She then wiped her brow._ "Phewww…_ Well at least I don't have to hurt anyone now."

"Why don't you stop worrying about Clover, and start worrying about me, cupcake. Tell me when you're available so I can pencil you in. Also maybe tell me which do you like more my ultra white smile," he said, grinning with his blindingly bright teeth, "my beautiful, perfectly conditioned hair," he said as he slid his fingers back over his flawless, brown locks, "or maybe my rock hard abs," he said, lifting up his blue, silk shirt to reveal a shredded six-pack. Not that he had to. His abs were so chiseled they stuck straight out of his tight shirt.

Finally, Dean stopped staring at his abs and looked up at Tara. He was surprised to see that she was staring off in a completely different direction apparently looking for someone else. "You haven't seen Clover have you?" she asked, still not looking directly at him.

"No, but if you see her, tell her to come over here and schedule a date. After the fun we had after her Debutant Ball last year, I definitely want another shot with that."

After hearing that, Tara's head slowly creaked around her shoulders to an unnatural angle of nearly 180 degrees. She then made eye-contact with Dean and bore into him with a darkly sinister scowl that would've made the devil soil him self. Her eye then twitched before she turned and stomped away, emitting loud growling sounds.

"She's so into me," he said smugly. "Next!"

A cute, blushing brunette with sparkling blue eyes then approached from the front of the line. "Hi Dea_aaaahhhh_," she screamed as she was pushed face first into the adjacent locker and then collapsed to the ground to lie next to the other girl on the floor.

"Forget about these other girls, Dean," Mandy said, leaning over the table with her violet and very low-cut dress which revealed most of the contours of her curvy bosom, "you want the most beautiful, the smartest, most elegant, most fashionable, and most popular girl in all of Bev High. The one you want is me, _Mandy_," she said dramatically before she stood up and whipped back her shiny, dark hair which flew over her shoulders in a spectacular, mesmerizing display. She then stood there and gave him a seductive stare with her alluring purple eyes and a small, devilish smile completely confident that she had won this contest.

Dean looked her over from top the bottom. "_Hmmm_, I think you're right." Mandy smirked victoriously. Dean then looked down at his date schedule. "Say I have a free 15 minutes next Wednesday at 4:45 PM, is that a good time for you?"

"_What?_" She yanked the schedule out of his hands and looked over the paper to find a blank square for 4:45-5:00 PM. It was wedged between the names and phone numbers of two other girls, Lindsay Luce and Cynthia Hoar.

"_You want me to go between two other girls?_" Mandy asked, grinding her teeth.

"Well, most of the other spots are already taken, I'm sorry."

"_HOW DARE YOU!_" There was a large crack as Mandy's palm slapped Dean's face with the veracity of a lightning strike.

Dean then stared at her for half a second, half of his face now covered in a beating red palm print. "Wow, I liked that!" Dean said, smiling broadly. "So is 4:45 good for you?"

"_Grrrrahhhhh!_" Mandy shrieked. She then stomped back down the hall past the huge line of teenaged females. "_I'll ruin him_," she mumbled. "_He's as good as dead_."

_What's Mandy so mad about? _Sam asked herself as she passed by.

Alex and Sam then felt two hands on their shoulders and turned around to see their cheerful, blonde friend. "Hey guys."

"Hi, Clover," they both said.

"Hey, no cutting!" the girl behind Sam and Alex bitterly protested.

"Chill out, missy. They were saving me a spot." The girl fumed and considered whether or not a physical assault on Clover Ewing would be worth it.

"So where you been?" Sam asked. "We've been waiting for you."

"I wanted to take care of something," Clover said.

"Take care of what?" Alex asked.

"I wanted to tell Arnold that I just want to be friends and there wouldn't be a second date, _thank god_."

"Well, I'm proud you did it in person this time. You usually only do that over the phone," Sam said, smiling at her.

"Thanks, Sammy." Clover smiled back. "So what's this line for?"

"We're about to find out," Alex said as the very fat girl in front of them walked away, looking like she had just won the lottery.

With the large girl no longer obstructing their view, they were all very surprised by who they saw. "_DEAN!_" all three girls shouted.

"Well, hi ladies. What a pleasant surprise," he said in his always smooth, charming voice.

"_Hi, Dean_," all three said as they swooned with starry eyes and blushing cheeks. "_It's good to see you_," they all said in dreamy unison again.

"I'm _very_ happy to see you three here too, Sam, Clover, and Alex. _Very_ happy." He then pointed down at his schedule. "So which 3 spots would be good for you girls... or maybe you would like to share one spot? I'm definitely not opposed to that," he said, getting excited at the prospect.

"What do you mean by which 3 spots?" Sam asked as she picked up the piece of paper and examined it. "What is all this?"

"It's my date schedule," he said coolly.

"Date schedule?" Sam asked. "The name of almost every girl in Bev High is on here."

"Exactly. My plan is to date every girl in the school with in one week's time."

Sam's expression, although previously being on one of elation just from seeing Dean, was now beginning to show obvious signs of agitation. She then put her lips near Dean's ear and whispered, "But you're here to investigate David's disappearance, not date every girl in school."

"I am going to investigate. Investigate every girl in school," he said, not lowering the volume of his voice at all. "I disagree with, Jerry. I think the culprit could be someone other than his 4 suspects. So this way I can thoroughly search every girl for clues and eliminate them as suspects one by one."

"But what about investigating the boys?" Alex asked, looking a bit freaked out.

"I'm saving that for next week," Dean said.

Sam looked really pissed off now as she started whispering again, this time in an angrier tone, "Dean you're a spy. You're supposed to be undercover. Don't you think this is drawing too much attention to yourself?"

"No, of course not. I know exactly what I'm doing. Remember WOOHP assigned me to be your trainer. I think I should be telling you what to do, not the other way around."

"Fine." Sam grimaced. "But can't you do it some other way than dating every girl on the planet?"

"You know what they say, mix business with pleasure," he said.

"Um, I think that's business before pleasure, Dean," Alex corrected him.

"What ever. So when can I pencil you in?"

"No where. I thought you were different, Dean," Sam said, sounding hurt as she walked away from him. Alex followed closely behind.

Clover, on the other hand, put her two palms on the table and used her upper body strength to thrust her legs and pelvis up off the ground. She then flipped her self up over the table to land straight into Dean's lap where he caught her in his arms. "So you think you could find some time for little, old me?" she asked as she started rubbing her index finger in small circles on his chest.

"Oh, yeah," he said in a deep, celebratory tone.

"Can you believe him?" Sam asked as she walked away with Alex towards the lunch room. "The nerve!"

"Yeah, I had no idea that Dean was such a creep. _Well_… a hot creep, but still a creep."

Sam gave Alex an annoyed look.

"What? It's not my fault he's a totally sexy creep," Alex tried to explain which caused a large sweat drop to form on the side of Sam's head.

"Where's Clover?" Sam asked before she looked over her shoulder to see the blonde giggling from the lecherous male spy's lap. "_Ugh, never mind_," she said, putting her hand on her forehead. "Let's just get some lunch."

"Well ok, I am seriously starved. Plus it's soy-cheese pizza day!" Alex exclaimed giddily as she jumped up and down a little bit.

Sam looked at her friend who was lost in her cute and seemingly completely innocent youthful exuberance brought on by, of all things, the school's disgusting imitation of Italian cuisine. She could think of no possible scenario in which Alex would purposely hurt a living thing, let alone David. She was just too sweet and gentle of a soul for that. WOOHP must have been really wrong when they named her a suspect. There was just no other acceptable possibility in Sam's mind.

* * *

It was the last hour of the school day, and Samantha sat in her chair in French class, listening to her teacher, Ms. Smith, blab away about the endless, possible conjugations for French verbs, most of which she knew pretty well already.

French was the one class she didn't share with either Alex or Clover. They had all three been in it together last year. Clover and Alex had been excited as she was to learn "the language of love" and gain the ability to properly flirt with the cute French boys they had encountered on spy missions and elsewhere. Of course, both of her friends initial enthusiasm evaporated once they were faced with the difficulties and hard-work associated with learning a Romance language as complicated as French. While Sam both loved and excelled in the course, both of her friends decided not to take the second, more advanced class next year.

Sam let out an audible sigh as she sat with her chin cupped in both hands as she leaned forward on her desk, a very uncharacteristic pose for her. For some reason she felt incredibly lonely in French class today. She wondered why, and the reason became very obvious to her. She thought to herself that it just wasn't the same without Clover, Alex or Mandy in class. _Mandy? _she asked herself as her train of thought came to a screeching halt. She was shocked she would even think that. _Why would I ever miss that bratty, spoiled, mean, self-centered, egotistical bitch? _she spat off in her mind to contradict the previous, momentary feeling. This wasn't the first time this had occurred. She had been bitterly fighting off thoughts of the dark-haired girl all day.

Sam looked around the class to get her mind off the subject. She then saw that her loneliness seemed to be represented by physical isolation as well. Her desk in the class seemed to be an island all to itself surrounded by a sea of empty seats. Well, except for Arnold's. He was busy intently staring into the shiny, green jewel on the ring on his middle finger, not paying any attention to her or the teacher. She then looked back behind herself to see that all the girls in class had moved to the back of the room. They were all orbiting around one particular new student and contently swatting their eye lashes at him.

With in a matter of hours he had stolen the hearts of nearly every girl in school while simultaneously earning the boys' respect for being an iconic playboy on such a mythical level that they could not even dream of achieving. Today it had seemed like David's previous status as the most popular boy in school was all but a forgotten memory trampled over by the glorious arrival of Beverly Hills' own Adonis, Dean.

Dean then saw that Sam was staring at him. She was simply taken a back by the ridiculous spectacle of it all, but his arrogant mind interpreted her attention differently. He responded to her by stretching his thumb and index-finger into an imaginary pistol aimed for her heart and giving her possibly the biggest, cheesiest wink Sam had ever seen in her life. She responded to the gesture by clenching her teeth like a vice and narrowing her eyes to give him the nastiest look she could muster.

"Mademoiselle Samantha, do you have an answer?" the teacher asked her.

"_Cochon_," Sam answered, still scowling at him.

"Pas juste. The answer is definitely not pig. Sam this is not like you. Fait attention à classe s'il vous plait."

"Je suis désolée madame," Sam apologized, blushing a bit, embarrassed. She rarely if ever was caught off guard in class like that.

"Monsieur Dean?"

Dean then proceeded to start speaking in fluent, perfectly accented, soft, and beautiful sounding French for several minutes, emitting an incredibly intricate answer in vivid detail to the teacher's simple question of what the longest river in France was.

"Magnifique!" the teacher proclaimed orgasmically before she and all the girls in the back of the room began a thunderous applause for him. "Dean you're knowledge of the Loire River and your use of a regional accent is absolutely immaculate. Are you sure you have never lived in Orléans?"

"Jamais," he said, denying he had lived there.

"Magnifique!" the teacher shouted again.

"_Oui, oui_," he said as he winked at her just like he had at Sam minutes before. The teacher's face grew bright red, and she placed her palm on her cheek as she murmured in delight.

"I think I'm going to be sick," Sam said, sounding truly disgusted.

"I agree," Arnold said spitefully from the next seat over. He then resumed staring into his ring obsessively. Arnold then reached inside his pants pocket for something, and that was the moment when all the lights went out, returning the school to a shroud of darkness.

Sam quickly retrieved her Heat-Sensor 6000 Infrared Sunglasses from with in her purse and put them on. Instantly, the darkness was replaced with shapes drenched in bending, psychedelic colors in shades of blue, green, yellow, and red thanks to the heat-vision of the glasses. Sam looked at the back of the room and could see the warm-colored shape of Dean with about 18 separate female hands all over him supplemented by audible cries of, "I'm afraid of the dark," and "Protect me Dean!" Amazingly, she could even see his very curved smile through the heat-vision.

"Dean!" Sam shouted at him, trying to make him remember they were on a mission.

"All right, all right, I'm coming," he said. He then pulled a pair of swimming goggles from out of his backpack. He was planning on using them later that day at practice for the swim team which he had already been chosen captain of, based on his physique alone, just as he had for football and soccer. He stretched the elastic around his head and put the goggles over his eyes. He then pressed a small button on the side of one goggle which caused both goggles to extend out four inches to reveal their second, hidden function as a pair of WOOHP issue night-vision goggles. Now with the darkness in his vision replaced by different levels of neon green, he got up to leave the feminine grip of his devoted harem. "Sorry girls, but I want to go see if I can get the power back on."

"You're so brave, Dean!" several of the girls cried out behind him. Both of the spies then left the class-room.

"Dean?" Arnold asked after he heard the sound of someone walking through the door-way along with the sound of girls in the back chatting about how muscular his body had felt now that he was gone. Arnold looked back down at his ring and could see that its gem was now emitting a strange, glowing, green light that could be seen through the darkness. For some reason only known to him, he felt a strong urge to pursue Dean into the darkened halls of the school.

Sam and Dean kept walking through the blackness until they approached a fork in their path that parted into two separate hall-ways. "Sam, I want you to search the south wing of the school, while I search the north."

"Actually, Dean, I think we should stick together for safety. Whoever abducted David could be very dangerous," she warned.

"Like I said earlier, Sam, I'm your superior. I know what I'm doing. When I give suggestions, you should listen to them."

"All right, you're the boss," Sam huffed. "Just be careful, ok?" she asked with legitimate concern.

"I didn't get my high position at WOOHP without being careful, Sam, just make sure you do the same," Dean said before he strutted off on his way.

He kept traveling through the darkness until he heard the faint sound of foot-steps. Dean put his back up against the wall and waited as the sound became louder. Eventually, he could see a green shape moving through the perimeter of his night vision. He pressed another button on the side of his goggles, and the lenses zoomed in on the individual. He recognized the person immediately. He walked up from behind and put his hands on the shoulders of the person who let out a high-pitched, girlish scream, startled to near death.

"Calm down. It's me, Dean," he said reassuringly as he massaged the tense shoulders.

The person turned around and then felt the hard muscles of his arms to verify that it was really him. "Oh, Dean, you scared me!"

"What are you doing in the hall-way, wandering around when the power's out? It could be dangerous."

"Actually, I was hoping to find you. This seemed like the perfect opportunity," the person placed a slender, feminine hand on his chest, "you know for us to get back to what we were doing earlier."

"I like the way you think," Dean said, getting excited.

The shadowy figure giggled. "But when can I get to see more of you? Why can't we meet after school," the person asked, sounding very hurt.

"I'm just really busy this week, but next week I promise we will."

"Busy with what?"

"Studying."

There was a deafening, dead silence in response to that answer.

"So you want some sugar, baby?" Dean asked as he engulfed the person in the darkness with his massive, muscular arms into a tight, warm squeeze.

"Oh yeah!"

Dean laughed. "You know before you were acting like I wasn't your type."

"It's just I wasn't sure at first, but it didn't take me long to figure out how I felt. I never met a guy as amazing as you Dean."

"You know what I always say, there's enough Dean to go around for everyone." He then swooped in with his lips to meet the other's lips for a long, sensual kiss in the dark.

Some time later, Sam was still running through the darkened school. This was the fourth time she had passed through this hall way. She was determined to find whoever had caused David's disappearance and bring them to justice before any harm came to anyone else. She just hoped David was still ok.

Sam then decided to check the gym again. On her way there, she turned a sharp corner and her head rammed into some blunt object on the other side, causing her to fall backwards onto her ass. On the ground, she looked up at what she had bumped into and saw red, yellow, and orange heat signatures bending around the skinny yet still curvaceous frame of a girl with a head that seemed to be in the shape of the bottom of a broom. "Clover?"

"Sam, watch where you're going! Jeez!" she yelled, rubbing her throbbing forehead above her Heat-Sensor 6000 Infrared Sunglasses.

Sam stood up. "Clover, have you seen the perpetrator?"

"Other than your huge, hard head, I haven't bumped into anyone. I hope you don't leave an unsightly bruise," she whined.

Sam ignored the insult directed at her cranium and went on, "Well, do you know where Alex is at least?"

"No. She left class to go use the girls' room right before the lights went out. I haven't seen her since."

Sam put her hand on her chin and momentarily considered the suspiciousness of Alex's timely departure from class. She shortly shook off the thought though. The possibility of Alex being the culprit was still too ludicrous for her to swallow.

"Sam!" Clover shouted, pointing at the red heat-signature of a person that had just left a room far down the hall and was now running franticly in the other direction.

"The crook!" Both spies then sprinted down the dark corridor in pursuit of the red shape which sped up obviously aware that it was being followed. Whoever it was, was too far off in the distance for Clover or Sam to make any kind of identification. Whoever it was, was also a very well-conditioned athlete being able to sprint at this kind of blinding speed for this long of a period. "He's getting away!" Sam yelled as she saw the small red, blob begin hurriedly climbing the stairs to the second story which would soon make their suspect out of sight.

"Too bad for him, I stopped by my locker earlier," Clover said as she ran up behind Sam and grabbed around her rib-cage below her breasts. "Hang on, Sammy," Clover said as she activated the Jet-Pack Backpack she was wearing. Fire spat out of the bottom of the backpack, and soon Clover with Sam below her in her arms was flying down the hall at breakneck speed. They whizzed all the way down to the stair case, and Clover expertly shifted her and Sam's weight in the right direction to avoid hitting an upcoming wall, instead climbing the stairs from off the ground.

When she stopped to hover on the second floor, she spotted the suspect from out of the corner of her eye desperately climbing the steps of a second flight of stairs which Clover knew lead to a door that exited onto the roof.

The culprit knew that making it to the top of the steps before the jet-propelled spies was impossible. Instead, the mystery criminal yanked a wire whisk out of a trench-coat pocket. The kitchen utensil being wasn't used to beat eggs. Instead, it was pointed at the spies and a button was pressed on the handle causing the wire loops of the whisk's head to detach and shoot off. In the air, they flipped and stretched out to the width of a few feet creating a wire net. Clover only had enough time to react by dropping Sam out of harm's way. The wires hit the jet-packed spy and pushed her all the way to the wall, pinning her against it in a steel cage. She struggled for a moment to escape, but it was useless. "Sam, get him!"

Sam didn't spend a second thinking about the suggestion. She just got up off her bruised knees and bolted up the steps and out the door the suspect had just passed through. She exited to the bright day-light shining down on the roof, and that's where she saw both of them.

First her eyes spotted Dean. He was standing on the ledge of the building a fraction of an inch away from falling over the edge. Tied tightly around his legs, arms, and body was black rope. Over the rope was a second layer of gray, duct tape wrapped all around him, keeping him even more securely bound. A piece of duct tape also covered his mouth which prevented the desperate, muffled cries he was making from being intelligible. Above the duct-tape, Sam was deeply disturbed to see his once beautiful, flawless face was now marked by numerous, dark, purple bruises, two deeply blackened eyes, and a broken nose that was gushing crimson blood all over him.

Lastly, but perhaps most frightening, there was another shorter length of black rope that at one end was strung tightly around Dean's neck in a noose and at the other end tied down to a stake that appeared to have been hammered into the roof top. Sam noted that there wasn't enough slack in the rope to prevent a death by hanging if he were to fall over the edge.

Holding the mid-length of the rope was a black, leather-gloved hand belonging to the second person. It was the same mysterious suspect who Clover and Sam had chased up to the roof. The person wore black, army-style boots, a large, beige trench coat tied closed with the belt, and a mask made out of pitch-black cloth covering the entire head completely disguising the person's identity.

Just as Sam motioned to step forward, the criminal put a small, metallic object to the masked character's trachea. "Move an inch and the pretty-boy spy's neck gets snapped like a twig," a metallic, disguised, yet sinister sounding, voice threatened.

Sam knew this was a life and death situation, and she knew despite the warning she had to act quickly. She put her hands on her sides, open. She hoped to give the impression that she wasn't going to do anything, but instead she smoothly reached with her thumb behind her right butt-cheek to the inside of her jeans' back pocket. From her pocket, she extracted her Ice-Queen Perfume which she then moved over to her still open hand where she held it behind her extended fingers with her thumb. All of this should've been out of the sight of the villain.

However, despite her near un-noticeable slight of hand, the masked-stranger was knowledgeable of Sam's abilities and had been trained to watch very closely for any minute movement of her hands. Sam's actions had indeed been noticed.

"You didn't listen. How sad," the metallic voice said callously. The villain's leather-gloved hand then shoved dean's bound body forward, causing him to slip off the roof and to fall to certain death by hanging.

Sam charged forward to make a rescue attempt, while the would-be killer dashed in the opposite direction to make an escape. Sam was planning to dive over the roof, catch Dean, and shatter the rope by freezing it with the Ice Queen Perfume.

However, the moment she dived, she was blinded by a near explosive flash of bright, blue light that had erupted from over the edge. Unable to see, she was still able to find the rope in the air with her hand, grab onto it, and spray the perfume where she thought the rest of the rope was below, hoping that by freezing it, it would become brittle enough to break before it broke Dean's neck.

She then felt a strong jerk when the rope ran out of slack and then strong pain as she slammed into the side of the building.

A second later, Sam opened her eyes. She could see again now that the blinding light was gone. She looked down from where she was hanging over the side of the building, still holding onto the rope. Dean's bound body no where to be seen, not hanging, not on the ground, no where. She didn't see the rest of the length of rope either. She looked to where her hand was gripping it and was confused to see that instead of it being frozen and shattered, the rope appeared to have been singed in two by some strong heat source. Obviously, something must have happened when she was blinded by that light, something she did not yet understand.

Not spending much time to contemplate this mystery, Sam quickly climbed back up over the ledge. On the roof-top, the masked figure appeared to have vanished. However, with closer inspection, she spotted the tail of the back of a trench-coat right before it disappeared on the other side of a very large, block-shaped air-conditioning unit some distance away. Apparently, the criminal thought that would be a good hiding spot.

She ran towards the unit as fast as she could, holding the Ice-Queen Perfume in front of her like it was a gun. She reached the unit and turned one corner of the large cube where she saw the black mask, trench coat, boots, and leather gloves discarded on the floor. When she turned the second corner, someone on the other side lunged for her, and she immediately pressed down on her Ice-Queen Perfume, spraying the attacker with a heavy dose of the freezing vapor.

When the cold, blue mist cleared, Sam was shocked at who she saw. Frozen in a block of ice was Alex.

To Be Continued


	6. A Spy for a Spy

Author's Notes: Please review. Getting favorited or added to someone's alerts is always nice, but reviews really help fuel me to write updates more quickly.

Disclaimer: I don't own nor am I affiliated with Totally Spies.

**Later**

**Chapter 6 - A Spy for a Spy**

Sam stared in sheer amazement at the block of ice containing the cute, latina girl who was now indefinitely frozen in a mode of attack. "Alex?" she asked again in utter disbelief of the fact that the suspect her and Clover had been tracking may have actually been their "best friend forever" all along.

Then, suddenly, Sam was caught off guard as a large opening appeared in the huge air-conditioning unit besides her, and Sam and the frozen Alex were sucked into it with the force of a tornado. They once again dropped through a curving, metal W.O.O.H.P tunnel until a small opening of light could be seen below them. A few seconds before they exited the shoot, though, a silver, steel tentacle came down from inside the tunnel and grabbed the block of ice with its claw to prevent the ice and Alex along with it from shattering on impact.

Sam knowing what was coming was able to position herself to land on her well-toned butt on Jerry's office couch, and received only a slightly harsh bounce on the cushion's springs as opposed to the bumps and bruises associated with the more painful landings from most of the spies' "woohpings." However, unbeknownst to her, Clover had also been "woohped" from where she had been trapped in the stair-way, and Clover's ass shortly landed on Sam's unsuspecting head.

"Clover, get off of me," Sam said, her voice muffled by the blonde's crotch.

Clover got off her face and sat down properly on the couch next to her. "Sorry Sam," she said, blushing a bit.

Lastly the mechanical arm, controlled by G.L.A.D.I.S., lowered down from the opening of the tunnel and dropped the block of ice a few feet off the stainless steel floor of the W.O.O.H.P. office. It wasn't enough to cause Alex any physical damage, but the highly sensitive, artificially intelligent computer wanted to show some disgust with her anyways. Following that, a metal cage also fell from the ceiling and slammed into the floor, entrapping the frozen spy.

Another one of G.L.A.D.I.S.'s arms lowered down, this time with a probe-like device at the end of its arm instead of a claw. From this "probe" shot a red laser beam into the cage, in between the bars. The red beam trailed down the block of ice once, and then the arm moved to behind the cage to do the same thing from the other side. The block ice then split in two, and Alex who was in between was left shivering in a fetal position on the floor. "S-s-s-s-s-o-oo ch-ch-ch-ch-cold," she was barely able to utter through her chattering teeth.

Jerry, who had been sitting behind his desk, watching the entire scene, removed a bottle of red liquid and a spoon from a drawer under his desk. He then walked over to the cage, poured the red liquid into the spoon, and held it out for Alex. "Here, drink this. It will make you warm."

Not questioning his offer for a second, Alex grabbed the spoon through the bars and gulped down the liquid. Soon her brown complexion changed to one of chili-pepper red, and she opened her mouth as flames literally spat out of it. "_Hot! Hot! Hot! Hot! Hot! Hot!_"

"Here, this should cool off the traitor," G.L.A.D.I.S.'s robotic voice sassed as the one sprinkler positioned over Alex's cage turned on and doused her with gallons of water, leaving her a soaking-wet mess.

"What you just tasted was one of our newest gadgets, the W.O.O.H.P. Instant Core-Temperature Raising Super Spicy Habanero Hot Sauce," Jerry explained, proudly holding out the bottle in front of the spies. It curiously had a picture on the label of Jerry dressed up in a ridiculous looking, red devil costume with horns and a pointy tail.

"Did you actually put that on for a photo-shoot, Jerr?" Clover asked. She was continually amazed by the new layers of dorkiness she was always discovering in him.

"Why, of course. Don't you think I look devilishly handsome?"

Clover and Sam both groaned at his joke. Even the humiliated and caged Alex felt embarrassed for him.

Clover then asked the obvious question, "Why do you have poor Alex in a cage? What's that about?"

"Maybe you should ask Sam about that," Jerry said leadingly.

"Well, after I cornered the suspect we were chasing up on the roof, he... or she hid behind an air conditioning unit. When I circled it, I saw the clothes the suspect was wearing on the ground. That's when I saw someone jump for me. I sprayed that person with the ice-queen perfume and then I saw it was Alex," Sam said sheepishly, still not wanting to believe the implications of what had occurred.

"Very suspicious, indeed," Jerry said. He suddenly looked very disappointed. "This story also coincides with our camera and satellite footage which miraculously switched back on again the moment Alex was frozen. Alex, do you have an explanation for this or would you rather remain silent?"

"I didn't do it!" she cried from the cage as two thick tears rolled down her already wet cheeks. "I climbed on top of the roof to investigate, because I heard some strange noises up there. Then this guy in a black mask and trench coat came out no where and chopped me in the neck. I guess I passed out for a few seconds. When I woke up, my vision was real blurry and I saw someone coming towards me. I thought it was the bad-guy, so I tried to tackle him. That's all I remember. I guess Sam froze me with her perfume. I'm sorry. Sometimes, I can be so dumb," Alex lamented, sounding truly humiliated by the whole matter.

"Clover what happened to you? Why weren't you on the roof with Sam?"

"The guy shot this cooking thingie at me and pinned me to the wall."

"Yes, we retrieved that "cooking thingie" as you called it. It was the Launching Aerial Whisk Net or L.A.W.N. for short. This is a new W.O.O.H.P. gadget that was being worked on by Research and Development. It hadn't even made it to the testing stage yet. This year there has been only one other theft of a gadget this early in the development cycle and that was the theft of the Diamond Invisibility Shield by Alex a few days ago.

"I only ever took the ring, Jerry. I swear to god I never took another gadget without your permission," she pleaded.

"I would hope so," Jerry said with a very uncomfortable attempt at a smile. "Sam you said the masked man... or woman removed his or her disguise. Did that include foot-wear?"

"Yes, he... or she was wearing black, army boots. I later saw them on the roof with the trench-coat, mask, and gloves."

"Alex do you mind telling us why exactly you are bare-foot?"

"Well, you took away my X-Powder so I couldn't transform into my spy-suit. I had just bought new designer heels at the mall. I really liked them and didn't want to ruin them by running around in the dark and climbing up brick walls." Alex then looked at Jerry and could see in his eyes that her explanation was not convincing him. "I would never do anything to David or Dean, Jerry, you have to believe me." Sam's eyes got big. If she had just climbed onto the roof from the other side after Dean had been pushed off the ledge and the villain ran away from her, how would she know that Dean was the latest victim?

"I did just get alerted of Dean's disappearance, but how did you know he was the newest target? You must have witnessed the kid-napping or come across some pretty good evidence... unless of course you are actually the kidnapper... or the murderer for that matter," Jerry said grimly.

Alex looked down again, realizing she had just unwittingly said something really damaging. "No, I didn't find any clues or anything like that... I just guessed he would be next. He was being so obvious at school in his investigation, not to mention trying to get with every girl at Bev High would make someone want to get him."

"Alex! Don't talk about Dean like that!" Clover snapped in defense of one member of her endless list of heart throbs.

"Actually, I agree with her," Sam said, shocking Clover. "Dean was acting like a complete idiot, not to mention a total pig. I'm beginning to wonder how he even became a spy."

"Because he mastered 8 different martial arts the day he was born, of course," Jerry said.

"Oh, yeah. _Of course_." Sam rolled her eyes.

"Unfortunately, Dean wasn't the only victim today. Another person disappeared at the same time." The large screen behind Jerry flickered on to display the image of a man in his fifties with a large glob of unkempt, gray hair on top a balding head and a face distinguished by a thick moustache and tired, old eyes.

"Oh no, not Mr. Roberts," Alex said, sounding upset.

"So you do know this man?"

"Yes, that's Mr. Roberts. He's the Chemistry and Natural Science teacher at Bev High," Sam explained.

Jerry looked down at the small monitor mounted to his desk. "According to W.O.O.H.P.'s data-base, all four suspects; Arnold Jackson, Amanda Luxe, Tara Respighi, and Alexandra Vasquez, have all been his student at one time or another. However, he only failed one of those students and forced her to repeat a class the following semester. That was Alex for Natural Science."

Alex spoke up, "Well, yeah, I wasn't happy about him flunking me, but I always liked Mr. Roberts. After I passed the class during summer school, he said he was really proud of me and we became good friends. I would never hurt him, ever."

"Yeah, Jerry. That's just crazy," Clover said. "Just because Alex got bad grades in one class doesn't mean she's the bad-guy."

"Well, perhaps it is not rock-solid evidence, but through coincidence or not, of all the suspects, Alex does appear to have the strongest motive to kidnap or harm this teacher."

Jerry looked at the three girls. Clover looked absolutely furious with him like she was a second away from running up and slapping the taste of his mouth. Sam also looked to be angry with him, but he could also see a look of immense concern and uncertainty in her eyes. Alex just looked deeply depressed like someone she had loved and respected had just stabbed her squarely in the back.

"I'm terribly sorry girls. Believe me, as much as anyone, I don't want Alex to be guilty. However, my job isn't to act on my feelings. It's to take actions based on facts. Sometimes my job is excruciatingly difficult."

Jerry paused for a second and looked at Alex who swallowed her breath, preparing for the worst. He averted eye-contact with her before he continued, "Unfortunately, I must tell you that due to this recent occurrence of events, Alex has now become the prime suspect for committing such crimes as kidnapping and possibly the murder of civilians and W.O.O.H.P. agents, theft of top-classified W.O.O.H.P. gadgets, and sabotage including tampering with W.O.O.H.P. camera and satellite surveillance. Because of the seriousness of the suspected crimes committed, Alex is deemed to be a major threat to global security. As such, the due process of law will have to be ignored. Alex will be retained in W.O.O.H.P. prison until her name is cleared. If not, she must remain there for the rest of her natural life." Jerry looked more than bit regretful. Despite the evidence of betrayal, he still felt deeply for Alex. She was one of his most favorite employees, and in some ways she even felt like a daughter to him.

Two burly men in black suits and impregnable, tinted sunglasses appeared through the door into Jerry's office. One of the men approached Alex's cage and pressed his thumb against a certain bar where a finger print reader had been hidden. A secret door composed of several of the bars then swung open. Alex walked out of the cage, staring at the ground. Her wrists were immediately moved to her back and hand-cuffed.

Just as the men were about to take Alex away, Sam and Clover jumped out of their seats, ran up to her, and engulfed her in a warm hug. When the two men looked at Jerry, he nodded his head, signaling to them that it was ok.

"Don't worry Alex, we'll exonerate you if it's the last thing we do," Sam said with tears in her eyes.

"Yeah, Alex, we know you didn't do it. And when we find the bad guy who did this, I'm going to kick his ass real good for you," Clover said, also not being able to hold back her tears. "Just stick in there for us, ok?"

"I will and thanks guys. I love you two so much. I'm so glad you are my friends. Come visit me in jail, ok? "

"We love you too," Sam and Clover both said.

"And we'll visit you every day, we promise," Sam said. Jerry then moved two of his fingers at his side to signal to his men again. The men pushed Sam and Clover off her as they started leading Alex away. Clover and Sam both waved her good-bye as she disappeared out the door.

As Alex was escorted down the lifeless, sterile metal hallway, her eyes glanced a familiar, young female spy.

"So you're replacing me again, huh?" Alex asked, sounding more depressed than spiteful.

"I'm truly sorry, Alex," Britney said. Alex didn't respond back as she was lead silently down the hall.

The mechanical door to Jerry's office slid open, and in walked the asian, blue-haired beauty in her skin-tight, blue spy-suit. Her usual look of sweet kindness combined with cool confidence, however, seemed to be replaced by obvious uncomfortableness with the situation.

"Due to Alex's arrest, I have relieved Britney from her regular team and reassigned her to yours since you have worked so well together in the past. If Alex is not guilty, I trust you three can clear her name and solve this case," Jerry said.

Britney immediately went up to Clover and Sam who were currently latched onto each other for emotional support and still balling their eyes out. She put her hands over the two girls' shoulders and joined their embrace. "I'm so sorry. I don't believe Alex did this either. I'm going to work as hard as I possibly can to help you find the real perpetrator. I just feel so guilty about having to replace her again."

Sam sniffled before she spoke, "Its ok, Britney. It's not you're fault. Thanks so much for helping us."

"Yeah, you're an angel, Britney," Clover said. "I'd act happier to see you, but you know..."

Despite the touching display, Jerry went on with business. "I want you three to continue the mission of investigating the three other suspects. Britney will be under-cover as another new transfer to your school. Just make sure to keep a lower profile than Dean did. I think I may have to demote him if he's ever found. Regarding Dean, while I was reviewing W.O.O.H.P. camera footage earlier, I do believe I found some evidence that may support one of the other suspects as being the culprit. Perhaps, it was a lovers' quarrel."

"Mandy! I knew it!" Clover shouted, damning her to hell. "She knew Dean was mine, and when she couldn't have him, she got rid got him."

"Not quite," Jerry said simply as the video began to play up on the screen.

It was a W.O.O.H.P. surveillance camera shot of the inside of one of Beverly Hills High School's boys' rest-rooms. It was abandoned save for Dean, who was leaning against the wall, trying to seem cool, in a pose reminiscent of photos of James Dean. The camera then recorded the door swinging open and zoomed in on the freckled, glasses wearing face of Arnold Jackson who had just entered the room.

"Hi, Dean. Is there anyone else in here?" he asked, scanning the room and the four toilet-stalls in the back nervously.

"No, it's just you and me, little buddy," Dean answered, grinning suspiciously.

"I wanted to talk about what happened earlier. I'm just not sure about this thing between us," Arnold said, looking at the ground through his thickly brimmed glasses, as he began to blush.

"Talk is cheap. I prefer action," Dean said as he walked over and lifted up Arnold's chin with his hand, forcing him to stare into his eyes. Arnold didn't look away. Instead, he seemed to be completely mesmerized by his glance. Dean then took that opportunity to move in with his lips and press them against Arnold's. Arnold struggled for a moment to move away from him, but Dean caught him with his powerful arm and moved his lips back to his with his hand. Shortly enough, he gave in, and they both enjoyed a very long, sensual kiss.

Watching in Jerry's office, Clover, Sam and Britney's jaws all nearly dropped to the floor in utter disbelief.

Back up on the screen, Arnold finally removed himself from Dean's lips and arms. "I'm sorry, Dean, I don't know if I can do this. I never liked a boy like this before."

"Come on. You know what I say, there's enough Dean to go around for everyone." Arnold turned and left out the door. "He'll be back. They always come back," he said smugly.

The camera kept rolling as the boy's room door swung open again. Clover, Sam, and Britney's jaws dropped even further at who they saw.

"Hey, sexy," Clover said on the screen.

"Wow, in the boy's room," Dean said, impressed. "You sure know how to be forward."

"Yeah, but that's what you like about me, don'cha?"

"You got that right!" he said before Clover jumped on him, and they started mashing their lips together savagely. The camera kept recording their lips and hands going all over each other until they backed into one of the toilet's stalls, and the door closed behind them. The video then ended.

Clover looked absolutely flabbergasted like her concept of reality had been destroyed by a universe turned upside down. "Dean made out with Arnold... I made out with Dean... I made out with Dean after he made out with Arnold... I made out with Arnold!" The girl then let out a horrifying shriek that lasted several uncomfortable moments. Both Sam and Britney had to massage her back and tell her that it would be ok as she huffed in air greedily, trying to regain her breath and sanity.

"I guess there really is enough Dean to go around for everyone," Sam said, utterly stunned.

"One can only hope," Jerry said. The three girls gave him a weird look. "... that he's ok." He then coughed a bit into his hand. "I think there's one thing that still needs to be examined. How exactly did the criminal make two people disappear without a trace in such a short period of time?"

Sam spoke up, "Well, I actually saw Dean disappear."

"Really?" Jerry asked.

"Well... kinda. The villain, whoever that was, had Dean on top of the roof all tied up and put a noose around his neck. The bad-guy pushed Dean off the roof. I tried to rescue him, but I was blinded by this bright flash of light. I don't know what happened, but after the light was gone, so was Dean."

"Hmmm..." Jerry said with his hand cupping his chin. "Very interesting, we'll have to investigate this strange occurrence further. However, now it's time for gadgets," he said as the top of his desk flipped over to reveal a number of different contraptions. "First up are two old stand-bys, the Laser Lipstick and the Expandable Cable Bungee Belt. I know you are all very familiar with them already, so I won't explain further," he said, holding up one of the small tubes of phony lip-stick which hid the power to shoot deadly heat rays, as well as one of the belts with a heart-shaped buckle that was attached to a hidden, extendable cable. He then went on, "And next I'm going to give you all wang."

Clover and Sam both shrieked as they buried their heads into each other's chests for protection. "I always thought Jerry could be an old lech, but this is ridiculous!" Clover cried.

"I don't want to see Jerry's wang," Sam said, very frightened. A large sweat-drop appeared on the side of Britney's head as she smiled nervously.

"Why would you not want to see my wang?"

"Because it's probably all old, shriveled up, and gross! That's why!" Clover screamed.

"I can assure you that the Water-Resistant Air-Tight Night-Vision Goggles or W.A.N.G., for short, is not _all old, shriveled up, and gross_," Jerry said, perplexed, the reason for their alarm having flown straight over his balding head.

Clover and Sam opened their eyes and looked over to Jerry. He was completely dressed in one on his innumerous, drab black suits and holding a pair of the W.O.O.H.P swimming goggles with the hidden feature of night-vision.

"Jerry, don't you know what that word means?" Sam asked.

"Yes, Water-Resistant Air-Tight Night-Vision Goggles. I came up with the acronym myself," the more than middle-aged Briton explained, completely ignorant of the American slang usage of the word.

Sam and Clover stared at him incredulously as Britney laughed nervously next to them.

"Well, in any event, it is a new gadget. I was having Dean field-test it for W.O.O.H.P., but he of course went missing, so now it is your job. Simply press the button on the side of the right goggle, and both goggles will extend out to become night-vision goggles. They will work both on land and under water."

"I also have a couple more new gadgets for you." He then picked up the familiar looking whisk Clover had been ensnared by earlier. "Despite it being tested earlier than usual, W.O.O.H.P.'s L.A.W.N., or Launching Aerial Whisk Net, appeared to have operated perfectly against Clover in combat. So I've decided to have you give it further testing. Just simply press the small button on the handle, and the wires of the whisk shoot out at your target to form a large, steel net."

"And now for your final gadget." He then dramatically whipped his arm up into the air and held the gadget high above his head like it was the sword Excalibur. "The Spoon of Doom."

The girls blinked. "Spoon... of doom?" Sam asked, not knowing what to think.

"Yes, the Spoon of Doom."

"What does this Spoon of Doom do, Jerry?" Britney asked.

"It launches projectiles. To operate it, simply put your ammunition into the bowl shaped head of the spoon, pull back the head to an angle of almost 33 degrees while holding the handle still, let go, and your ammo will launch into the air. It's a very effective weapon similar in design to a catapult."

"_A normal spoon can do that_," Clover said, rolling her eyes harshly.

"That's why you each will be receiving two cans of ammunition, W.O.O.H.P. brand Pea Grenades and Corn Cluster Bombs," he said, holding out the two cans in front of him. Both had labels with even more embarrassing photos of Jerry, this time of him decked out in green body paint, pointy ears, elf slippers, and a wreath and tunic composed of spinach leaves.

All three girls groaned. "What's with all these weird gadgets lately, Jerry?" Sam asked.

"Yeah, Jerr, I can't accessorize with a spoon and a can of peas. Can't you give us ear-rings, ankle bracelets, ya know something remotely fashionable?"

"Sorry, Clover, but the designer of our more feminine gadgets, Frederico, has taken a sabbatical. As his replacement, I have chosen Agent Hung, who is also a world famous chef. As such, most of his gadget designs will be cooking and food based."

"I think I heard of him. Wasn't he on some cooking reality show or something? If Alex was here, she would know. She really loves that stuff," Sam said before she looked down, feeling sad. It had only been a few minutes, and she was already really missing her.

Three of G.L.A.D.I.S.'s arms then descended from the ceiling to drop the multitude of gadgets into the arms of the three spies.

"Well, you better get going. The safety of any future victims, not to mention Alex's freedom, may be in your hands."

"We'll do our very best, Jerry," Britney said. The spies then sat for several uncomfortable moments on his couch, clinching at the fact that a frightful drop could occur at any given moment. However, nothing happened.

"Aren't you going to W.O.O.H.P. us or something, Jerr?" Clover asked.

"No... Some how, I just don't have the heart to today. You can use my office door and the elevator. Consider this your one free pass."

The three girls walked out of his office and down the hall. Despite the lack receiving a near heart-attack from the fright of being suddenly "woohped" when they were least expecting it, the lack of it was some how very unsettling to Sam. She was beginning to get the feeling that a lot of the fun and joy of spying may have left with Alex.

To Be Continued


	7. Purple and Green

Author's notes: This fanfic only uses Totally Spies seasons 1 through 4 as canon. If you read, please, please review.

Disclaimer: I don't own nor am I affiliated with Totally Spies.

**Later**

**Chapter 7 - Purple and Green**

It was the beginning of the school day once again, and there stood the three teenage spy girls, minus one best friend and plus one replacement friend, chatting away before the opening bell of the day's classes.

"Britney, can you tell us why you're dressed like that again?" Clover asked her. Britney was currently decked out in gray tennis shoes with velcro straps instead of laces, an ankle-length, maroon skirt, a cheap t-shirt featuring the image of a cat, a pair of wide framed, thickly lensed glasses, and a neon-blue scrunchy which held together a pony-tail.

"Well from what I can tell, both David and Dean were very popular here. Maybe that's why they became targets. So I decided the best way to keep a low profile while I investigate would be to pose as a poor nerd."

"Wow, very smart idea, Britney," Sam said.

"You're so brave, Britney. I could never dress like a nerd at school. Where did you even get those clothes?"

"Wal-Mart."

Both Sam and Clover shivered at the idea. "They should like totally give you a medal of honor," Clover said soberly.

As the three continued chatting, another three girls appeared at the opposite end of the hallway.

"And I was all like, Mandy wore the same thing... _like a year ago_," Dominique snorted.

"That's so wack! Don't you agree Mandy?" Catlin asked.

"Yeah, whatever," Mandy said, having been barely listening to the conversation. And that was the moment she saw her.

Despite her absolutely unfashionable and tacky choice of dress, there was something about that girl. Something that caused an odd sensation in her stomach and the rhythm of her heart beats to pick up a faster pace. When Britney noticed she was being watched, she turned to look at her, and Mandy saw those beautiful purple eyes. They had a mesmerizing effect on her, and she was drawn into them like a fish to a shinny lure.

"Hey, Mandy, where are you going?" Dominique asked her as she wandered off in the direction of those eyes.

She stopped in front of the three spies. "_What do you want, Mandy?_" Clover snapped.

"You're new here, who are you?" Mandy asked directly to Britney, virtually ignoring Clover and Sam's presence.

"Hi, my name's Britney," she said before she looked down at the ground shyly. "You're Mandy right? Everyone says you're the most popular girl in school."

Mandy smiled widely at her. "Yes, that's right. I'm Mandy." Britney gave a small smile in return, thinking her clever ego stroking had worked like a charm. "And you're right, I am the most popular girl in school, much more popular than Sammykins and _Cloooww_-ver over here." Sam and Clover both grunted in disdain. "Why are you hanging out with these losers anyways?"

"Clover and Sam were nice enough to let me stay in their pent-house suite while I go to school."

"Are they the ones who told you dress like that too?" Britney looked down at her clothes, ashamed, while Clover snarled viciously at the mere thought. "No, this is how I always dress."

"What a shame. Meet me at the mall after school. I'll be at Latte Lovers." Mandy then moved her eyes over to Clover and Sam and gave them a really nasty look. "Just make sure to dump the losers and come alone."

"What are we going to do?" Britney asked.

"We're gonna go shopping."

"_Cha-right_, like Britney would ever want to go shopping with you _Mandy_," Clover spat off.

"I'd love to!" Britney answered gleefully. Clover's jaw dropped, and Sam's eyes widened.

"_Good_," Mandy said, very satisfied.

"Britney, you don't want to hang out with her. Mandy wouldn't know fashion if it bit her in her..."

Sam, with trembling fingers, grabbed her arm. "Clover, I think she's investigating." She meant to whisper that into Clover's ear, but an anger that had risen from deep inside her had caused the words to come out louder than she had intended.

"Investigating you say?" Mandy asked. "_Oh, I like the sound of that_." Sam looked even more shocked, Clover more confused. "Ok, it's a date. See you after school, _Britney_."

"See you, Mandy. It was nice meeting you," she said, smiling at the raven haired girl. However, instead of separating, both girls stood there, their eyes locked into each other for what seemed like an awkward amount of time. Finally, Mandy smirked and walked off.

"What was that all about?" Clover asked.

"Yeah, what was that about, Britney?" Sam asked, sounding a bit sassier than usual.

"I think maybe I have an idea, but I'm not sure yet. Anyways, I guess this will be a good opportunity for me to get to know her better and investigate her as a suspect. Since I'm investigating Mandy, Clover, how about you investigate Tara, since you know her the best already, and Sam, you can investigate Arnold. Would that be ok with you two?"

"I guess," Sam said, not sounding particularly enthusiastic.

"Ok, Britney, just be careful," Clover said. "If there's one thing I've learned, it's that you can never trust that girl. Not even for a minute."

"I'll keep that in mind."

Seven hours later, Britney arrived at Latte Lovers in the mall and found Mandy sitting in a seat near the front.

"_Ahhhh_, Brit, you made it," Mandy squeaked.

"Hi, Mandy. Thank you for inviting me shopping," she said, trying to look shy and uncomfortable to keep her cover.

"Don't mention it." Mandy then finished sipping her latte and got up from the table. "I need to ask you one thing first though," she said as she put her hand on her shoulder and looked into her eyes."_Do you want to be my friend?_"

"Sure," Britney said, smiling innocently.

"_Really? Do you mean it?_" she asked in a strange tone as she started massaging her shoulder a bit.

"Oh yes, more than anything! I'd love to be your friend!"

"_Oh, I knew you would_." Mandy then looked her over. She was wearing the same tacky clothes she had at school. "We're going to have to make some changes though. If you're going be my friend, you can't look like this."

"You think so?"

"Yes. First thing is your poor hair. This pony-tail looks absolutely terrible." Mandy grabbed her scrunchy, pulled it down the length of her hair, and then tossed it to the side where it bounced off the back of an old lady's head as she was passing by. She then marveled at how much of a difference that made. "Yes, much better. Definitely wear it down like I do."

"Ok, if you say so."

To Britney's embarrassment, she then picked up a length of her hair from the back, put it up to her face, and smelled it.

"At least you use good shampoo, smells real nice."

"_Ummm_, thanks."

"You dyed it this color, right?"

"Yeah, blue is my favorite color."

"Hmm, I usually don't like blue, but this looks good on you. You can keep that."

"Glad I get to... So what's next, Mandy?"

"Next we're going to get you some real outfits to replace those hideous, disgusting rags of yours."

The two girls then made their way from Latte Lovers to Chic Boutique Deux, an extremely trendy apparel store that Britney had only heard about previously. Once inside, she looked around, awed at all the stylish clothes, shoes, and hand-bags on display. They all really did look like they came straight off the streets of Paris.

Immediately, Mandy shot over to a certain rack where a skimpy violet dress was hanging. "Oh, you're definitely getting this one! I think it would look perfect on you!" she chirped before she handed Britney the dress.

"Oh, I love it," she then eyed the price tag and saw four digits, "but it's too expensive. I could never afford it."

"Expensive? It's half off."

"Well, I'm kinda poor, Mandy. It may be a good deal to you, but to me that's a fortune."

"_Wooow_, a poor girl in Beverly Hills? That's like _sooo_ _adorable_."

"Uh, thanks, I think," she said as she went to put the dress back up on the rack. Mandy then took the dress back off the rack and put in Britney's hands.

"But, Mandy, I can't afford this."

"I don't care, my extremely acute fashion sense says you need it. It's never wrong."

"Well, maybe you're right. I think I would look good in it, but I wouldn't be able to pay for it if I saved up for five years."

"That's why I have this." She then whipped out of her purse a small piece of plastic with the words, Master Platinum, on it.

"Oh no, I couldn't. I would feel too guilty having you pay for it."

"Have you ever heard of Luxe Cigarettes?"

"Yes. There used to be a Luxe Cigarettes billboard outside my apartment in New York."

"They're named after my dad, because he owns the company. Believe me, I can afford it."

Britney stood there for a moment, looking like she was weighing the matter seriously. "Well, if you insist. It is a _very_ lovely dress," she said, looking at it with big eyes. "Thank you so much, Mandy."

"You're welcome," Mandy said. It wasn't a phrase she was very used to saying, and oddly it made her feel good inside.

Britney then took a closer look at the tag on the dress. "Oh, but it's a few sizes too big," she said, looking very disappointed. "It was a nice thought, though."

Mandy then turned to the front desk of the store, "Hey, monkey! Can I get some help over here? You think I've spent enough money in this dump to get some service this life-time!"

A thirty-something, female store clerk speed-walked up to the two girls, one who looked very angry and the other very embarrassed. "I apologize Ms. Luxe. May I help you?"

"My name's Mandy, _stupid_."

The woman bit her lip and twitched her eye-brow, "I'm sorry, _Mandy_, _may I help you__?_"

"Do you have any more of this dress?"

"No, this is the only one we have left. I doubt we will be getting any more in either. This is a very limited designer original."

"_Fine_," she said, sounding very annoyed, "then I want it tailored to her size."

"The tailor is off today. I could have it done for you tomorrow. That is, _of course_, if we don't sell it by then," the clerk said with a defiant smile on her face.

"I want it today."

"But she's off. She..."

"I don't care! Call her in, tell her it's for me, and tell her she better get here fast!"

"I'll try, but I don't know if I will be able to get ahold of her."

"You better get ahold of her. My mom owns lots of stock from the people who run this store. Do you know what happened to last person who worked here that didn't like me?"

"_Uhhhh_... never mind. I'll have a tailor here right away!" she said before she scurried off to the back.

"And come back, we're going to be getting a lot of other stuff too!" she barked. Her expression than changed from one of bitchy rage to the calmer more congenial look she had earlier. "See, I told you you were going to get that dress."

"I guess you were right." Britney then stared curiously at her. This was one girl who knew how to get what ever she wanted. But could what she want also include getting rid of someone? She wasn't quite sure yet.

Time passed quickly as Mandy had Britney try on innumerous outfits with matching shoes and accessories, and had the tailor, who had showed up in record timing, take her measurements for even more clothes to be fitted for her or to be special made. Britney had to admit she was having a lot of fun. All this attention she was receiving almost made her feel like a fairy-tale princess preparing for her kingdom's ball.

Finally, Britney tried on one particularly short, blue dress made from the world's finest silk, and both girls stared at the mirror, mesmerized, because of how much it accentuated Britney's inner and outer beauty.

"_Wow_, I never thought I could look this good," she said with complete honesty.

"I outdid myself this time. I knew with my fashion sense you could be beautiful, but I didn't know you'd be _this_ gorgeous."

Britney giggled. "You're right, Mandy. You're a genius."

"You got that right. There's only one thing still wrong though." Mandy put her arms over Britney's shoulders from behind and then reached backwards to pull her glasses off her head. "These will have to go."

Britney squinted in an attempt to feign bad eye-sight. "But I can't see without my glasses."

Mandy placed the glasses back on her head. "That's why you're going to get contacts, silly. Wait here." Mandy ran up to the front desk and Britney watched as she barked out several more orders to the clerk and then had her credit-card swiped. She then returned back to her.

"The clothes are going to be shipped to your place, let's go."

"Ok, I guess I'll go get changed."

Britney started to walk towards the changing room, but Mandy stopped her by grabbing her arm. She then looked her over from top to bottom. "No, just leave that on. I _definitely_ want you wearing that tonight."

"Ok."

Britney then went to go retrieve her old clothes which were sitting in the changing room. When she exited with them, Mandy yanked them out of her hands. "Here, I'll take those." They then exited the store back into the mall, and Mandy immediately walked up to the nearest garbage can and stuffed the clothes inside. "There, that takes care of that. Just make sure to do the same thing to everything else you have in your closet."

Mandy then gripped Britney's hand, and they started walking down the mall together. Britney looked down at their two hands clasped together, a bit surprised at what was occurring. "So you like holding my hand?" Mandy asked.

"_Ummmm_, it's all right," Britney answered a bit nervously.

Mandy reciprocated her nervousness with a Cheshire grin. "It's ok, friends can hold hands. Friends can do stuff like that for each other, _especially when your my friend_."

"Whatever you say, Mandy." Britney looked around and was a bit embarrassed to see a number of the other people in the mall were staring at them. Mandy, however, suddenly stopped holding hands with her when she spotted, "Brick," a particularly buff member of the football team who was shopping with his girlfriend. Mandy waved flirtatiously at him, and he waved back.

Finally, they reached their destination, a store named See Me Now, which specialized in prescription contacts and sunglasses, but not regular eye glasses due to the later being currently unfashionable. Mandy gave Britney her credit card, telling her to fake her signature, so she could go wander around the mall while she got her contacts, instead of being stuck in a boring waiting room. Britney had a moral objection with forging her signature but went along with it anyways.

Some time later, Britney exited the store to meet Mandy who was sipping yet another latte. "Wow, they did a real good job," Mandy said. "I can't even see the contacts."

"_Haha_, yeah. They told me they use a new kind of ultra-clear lens," Britney fibbed. Already having perfect vision, she had simply read National Geographic and Entertainment Hourly in the waiting room.

"_Oh_, let me get a closer look," she squeaked as she set her latte on the ground. Mandy then got really close to her, so close that Britney backed up against a wall trying to get away. She then pressed both palms against the wall to each side of her, as if to trap her, as she pressed up against her. Mandy then put one hand on her cheek and pulled down her bottom eye-lid with her finger. She then moved her face so close to Britney's that their noses and fore-heads pressed together. "Nope, all I can see are those _lovely purple eyes of yours_," she whispered as she blew her warm breath on Britney's lips. "_They're so beautiful, you know that_?"

Britney's pale cheeks quickly became as red as roses, and her heart started pounding out of control. _"Ya-ya-you _think so?" she stuttered.

Suddenly, Mandy, seeing someone coming from out of the corner of her eye, got off Britney just in time to not be seen. "_Like duh_, they're the same color as mine. So of course they would be beautiful like mine are."

"Yeah, I noticed that too. I mean... that we have the same color eyes," she said, her heart still racing.

"Purple eyes like ours are pretty rare, don't you think?"

"It only happens once in one-hundred thousand in the general population."

"Wow, not only pretty but smart too," she said, touching her soft cheek again.

Britney blushed even more. "_Thanks_."

"So does that mean the chances of us meeting each other were like one-hundred thousand times one-hundred thousand? What is that like a billion?"

"Actually, it's ten billion, but I don't know if the odds would actually be that high. You have to consider things like population density, geography, statistics on the genetic make up of the local population, and other stuff."

Mandy let out a high-pitched squeal, which was her way of giggling. "You're _sooo_ cute when you get all scientific like that."

"So you like them smart, huh?"

"_Hmmmm_... Maybe," she said, grinning devilishly.

Britney reciprocated the smile, but then her expression became more serious. "Mandy, can I ask you something?"

"Yeah, go ahead."

"Well, I feel bad about saying this, but some people told me that you could be really nasty to people who aren't popular. Why are you being so nice to me? I mean, I'm just a poor nerd on her first day of school."

For some reason Mandy didn't get mad at her words and thought over the question seriously. For years it had become her habit to use her political influence at school to crush the popularity of any new girl entering the social totem pole like a grape. However, with Britney, it had been completely different. She didn't seem to care if she became popular nor was she worried that she might threaten her position in the pecking order at school. It didn't seem to make sense to her at all. Why would she be any less of a threat than those other girls? How did she know she wouldn't stab her in the back like everyone else? She just felt immediately that there was something different about this girl, something that set her apart from all the others, something that she wanted desperately.

"I don't know, Britney. When I saw you at school, I just felt that I wanted to be...," she spent a few moments trying to think of the right word, "...nice to you. Is that weird?"

"_Well_, maybe a little. Thank you so much though. I don't think anyone has ever been so nice to me before."

Mandy squealed again, "You're welcome," her tone of voice then changed, "_and if you really want me to get nasty with you, I can do that too_," she said arching her eye-brow quite high.

A large sweat drop appeared on Britney's forehead before she laughed nervously. "_Ummm... _That's ok. I'm feeling a bit hungry. You want to go get something to eat?"

"Of course, I do," she said, eyeing Britney like a hungry lion eyes a bloody steak.

And so Mandy took her to an extremely high-class French restaurant. The food was spectacular, and the atmosphere cozy and romantic. She even found Mandy's conversation about fashion, movie-stars, and music interesting. They obviously held some shared interests. Although, at times, Britney was unhappy to see Mandy's self-centered and condescending nature come through, especially with how rude she was to the waiter who couldn't seem to get the food to their table fast enough nor keep their drinks full enough. That behavior made Britney a bit uneasy, but other wise she was having a wonderful time and felt surprisingly comfortable having a nice meal with this girl.

Well, that was until she felt an unusual, but pleasant, ticklish sensation of something moving up and down her leg. Britney moved the table cloth and looked under it to see Mandy had slipped off one of her shoes and was rubbing her toes up and down Britney's bare leg. She then looked back to see Mandy ogling her with absolutely devilish desire. At that point, Britney repositioned her legs, pushed her chair back from the table, leaned over her food, and finished it as fast as possible. They left shortly afterwards.

Some time later, Mandy stopped her convertible, custom-painted, purple Ferrari Spider in front of the spies' pent-house. "You sure you don't want to come over to my house?"

"No, sorry, Mandy. I just have too much homework tonight," she said before she got out of the car.

Mandy looked disappointed at the repeated answer. "Ok, but we're still on for this week end right?"

"Yeah, sure thing, Mandy. I'm looking forward to it."

"Me too... Ok, see ya soon, Britneykins!" She then blew her a kiss and sped off to the next house down the street, where Britney watched her disappear into her humongous garage.

Internally, Britney scolded herself. Her house would definitely be one of the best places to search for clues, but she had still rejected the offer out of some kind of nervousness of what Mandy would try once they got there. If she had been more focused on her mission, she would have accepted. However, she felt she had really been thrown off tonight with this girl, Mandy. What she got with her was definitely not what she was expecting.

She didn't know what to think about her. In fact, she didn't even know what she felt about her either. No girl had given her so much nor been so overtly flirtatious with her before. It had all been so strange and fast to her that her emotions were still spinning like a top. She then dug deep for some kind of determination and decided that, what ever her feelings turned out to be, she had to see this mission through to the end. It was her duty as a W.O.O.H.P. agent and that had to come first before anything else.

Finally, she opened the door to the pent-house and entered. She met Clover and Sam who were both watching a movie on their huge tv and sharing a bowl of pop-corn.

"Whoah, someone's looking hot," Clover remarked.

Sam eyed her change of dress suspiciously. "So how did it go with Mandy?" she asked dryly.

"What?" Britney asked as a big sweat drop appeared on her forehead.

"Yeah, she was a total bitch to you, right?" Clover asked.

"No, she wasn't at all. Well... not to me at least. I don't know how to describe her, Mandy is a very... interesting girl."

The door bell suddenly rang, and Britney went to open it. On the other side was a delivery-man in a brown uniform. "Delivery from Chic Boutique Deux. Please sign here." Britney scribbled her signature on the clipboard with the pen he provided. "Where to miss?"

"Up stars, third door on the right." A long parade of clothes hung on wheeled, metal racks then rolled out of a delivery truck outside and through the spies' door. One by one, the racks were then carried up the stairs by a small army of delivery-men and then rolled into Britney's room, where the clothes were deposited in her closet.

"Oh my GOD!" Clover shrieked at all the clothes rolling by. "These are your clothes Britney? They're _sooo_ chic!" she said with teary eyes.

"Yes. Mandy kinda bought me a new wardrobe," she said, putting her hand on her neck.

"_Whaaaaat_?" Sam asked incredulously.

"_Ewwww, _Mandy, but still... Can I borrow this top? And that dress? And those jeans? Oh and those shorts are cute too!" She kept babbling on and on like that for some time like a fat, greedy child in a candy store.

"So what else did she do, buy you a car?" Sam asked.

"No, but she did take me to Quatre."

"You mean Quatre, the 5 star French restaurant?"

"Yes, that's the one."

"How was it?"

"The Poussin with Black Truffle Sauce was excellent. Definitely 5 star."

Sam ground her teeth. "_I always wanted to try the Poussin there_." It had been Sam's dream to meet a boy with enough class to take her out to that restaurant on a date, but it had yet to occur.

Finally, the delivery of the clothes was finished, and Clover turned her attention back to Britney. "So do you know if she did it?"

"I'm not sure yet. Maybe, though, if I can gain her trust and get closer to her, I can find out if there's something she's hiding."

The words "closer" echoed in Sam's mind, and then she remembered Mandy telling her, "We'll get _so_ close to each other, it'll be like we're even more than friends." Hearing about Britney, of all people, being allowed to get close to Mandy like that caused an emotion to pump up out of her previously pure heart. It then poured out her green eyes at Britney in a glare of putrid, green jealousy.

To Be Continued


	8. Date Night

Author's Notes: Like I mentioned earlier, this fic doesn't use Season 5 as canon. I will continue this story the best I can until it's finished. I apologize to any of my readers for long delays. If you enjoy, please review, it helps motivate me. I also went back and fixed a lot of typos and grammar errors in previous chapters.

Disclaimer: I do not own or am I affiliated with Totally Spies.

**Later**

**Chapter 8 – Date Night**

It was another week-end and yet another date-night for Sam, Clover, and Alex. Well, for Sam and Clover, at least. Alex's only current date was with the four, soulless, white walls of her cramped cell in the WOOHP Prisoner Holding Facility. Her current favorite pass-time seemed to be staring into one of those walls endlessly. Jerry, who still felt very guilty about imprisoning her, was very disturbed to see that Alex was still in this same position several hours after he had last checked up on her with the camera hidden in her cell. Her expression was complete blank, like she was in a state of hypnosis. She looked more like a mannequin than a human being now. Jerry, not being able stomach seeing any more of one of his former favorite spies like this, switched the surveillance off on his monitor in his dark WOOHP office.

Back at Beverly Hills High School, the cover used for Alex being absent from school was that of a nasty strain of the flu. Earlier that day, a boy named Shawn Hart, who had been dating Alex for a few weeks, had shown up at the spies' villa. He knew their plans for the weekend had been canceled, but he had only wanted to check up on her, being worried about her health. Clover and Sam had shooed him away from the house rather quickly, using the excuse of her sickness being extremely contagious.

While Alex obviously wouldn't be going out tonight, Sam and Clover still planned on doing so. Clover was going on a date with, Jason "Big" Cox, a beefy lineman on the Beverly Hills High School foot-ball team. He was the only member of the team she had not yet dated. Sam had agreed to meet Danny Juric, a known play boy and guitarist that many of the school girls lusted after, at one his rock band's gigs. Sam had shown little to no interest in Danny though. He had simply been the one Sam was set up with by Clover and Alex to help treat her supposed depression brought on by David's disappearance.

Britney's plans for the night were more of a mystery. Sam and Clover has asked her about them a few times. Her only answer had been that she was going to hang out with someone from school and that she would be doing a little spy investigating as well. Sam found Britney's evasiveness a bit puzzling. The explanation added up even less after Sam and Clover came down stairs and found Britney sitting patiently on their couch.

Britney was wearing a stunning, strapless, blue dress, which would have probably qualified for a gown if it wasn't so short. She also clutched a matching, jewel-encrusted, blue hand-bag and wore four-inch, designer, blue heels, all of which accented her long, blue hair beautifully. The dress, the bag, and the shoes had all been gifts from Mandy and were all very fresh off the streets of Paris. Clover and Sam were taken a back by the beautiful girl and her beautiful, expensive clothes.

Clover gave her an exaggerated whistle, one she knew well from hearing it almost daily from boys. "Looks like someone has a hot date!"

"_Uhhhh_, it's not a date. I'm just going to hang out with a friend, that's all," she explained again before laughing a bit nervously.

"You sure look like you're dressed for a date," Sam remarked.

"A friend you say, _hmmmm_." Clover suddenly got a devilish expression and crept a hand onto Britney's bare shoulder. "Yeah, you don't have play coy with us Britney. So what hottie did you scoop from Bev High? Come on, tell us, and don't you dare spare any of the juicy details," she said, licking her chops.

Britney grinned nervously, trying to think hard for a good explanation. However, all three girls' suspense for an answer was suddenly interrupted by the door-bell ringing.

"Oh that must be… my… friend," she laughed awkwardly again. Britney got up to go answer the door.

"Oh I wonder who the cute guy is!" Clover said giddily. Sam, although not as enthused, was curious as well. Britney turned the door knob and opened the door. Instead of a cute guy, there stood the cute, elegant, and infamous Mandy wearing a small, sexy, violet, silk dress and smiling like a mischievous toddler who had just stolen the candy out of the hands of some unsuspecting baby.

"Mandy!" Both Clover and Sam exclaimed, shocked.

"What the hell are you doing here?" Clover growled.

"I'm taking Britney Dear to dinner and a movie."

Britney nodded that it was true, but Clover ignored her, scoffing at the mere thought. "There's no way Britney would waste a good date night seeing a movie with you!"

"Yeah, she is! We're seeing An Order of Love for Two II." Britney blushed brightly and grinned even more nervously upon hearing that movie title. "And it's just going to be me and her, alone. You losers aren't invited!"

"That's the movie I wanted to see," Sam muttered darkly under her breath. In fact, that was the very romantic comedy she had wanted to see with David the week earlier, and the one she had been waiting to find the right, certain some one to see with weeks before that.

"Like I would want to see a movie with you, Mandy!" Clover barked. "I'd rather watch garbage burn at the dump!"

"Then you better take that hideous wardrobe of yours." Clover scowled harshly with her mouth shut and frowned. She didn't have an immediate come back at the moment. Mandy then slinked her arm over Britney's shoulder like a seductive python and lead the silent and more than slightly embarrassed girl out the door. "Let's go, Britneykins," Mandy instructed her as Britney tried to wave good bye to her stunned friends.

"But that's my name!" Sam spat angrily at the use of that pet-name as she watched them get into Mandy's Ferrari and speed off.

"No, you're name's Sam," Clover said, scratching her head.

Sam didn't even acknowledge having said that out loud. "Can you tell me why Britney gets to go to the movies with Mandy?"

Clover arched her eye-brow quite high. "Shouldn't that be why does Mandy get to go to the movies with Britney?"

"What ever," Sam fumed.

"Yeah, I agree with you Sam. Someone as nice and sweet as Britney doesn't need to be hanging around an evil, two-faced tramp like Mandy. But I guess desperate times call for desperate measures."

Clover's allusion to the seriousness of their spy mission shot some reason back into Sam's currently incensed head. Maybe Clover was right. This was probably only about the mission, and Britney's motivations for getting close to Mandy like that were strictly business. However, the mere thought of it being more than that re-entered her mind, and the anger with in her re-exploded. She wasn't used to letting her emotions over-ride her cold, almost flawless logic, but at this point she no longer cared. She had to know for sure.

Sam went and picked up her cell-phone from the living room table and quickly typed in some digits.

"Sorry, Danny, something came up and I can't make it to your show tonight… Yes something more important than your show… _No, this is not a joke_… My loss? _My loss?_ Sorry, I have news for you, _pal_, you never had a chance with me anyways. So why don't you just go play your terrible noise and then get another one of your groupie whores!" She screamed through the phone before she slammed it shut in her hand.

Clover's jaw dropped. She thought Sam must have really been losing it these past several days. She wondered how anyone could turn down an absolute stud like Danny. Also, seeing Sam get that mad and tell a guy off so hard was a rarity indeed.

Sam then opened her phone again and dialed another number. "Arnold, how would you like to go see An Order of Love for Two II with me tonight?"

"Would I?" The jubilation in Arnold's voice over the phone was so loud that Clover could hear him from several feet away.

"Excellent," Sam said in an almost sinister tone. "Just get over here as soon as possible, and I'll take you to see that movie." She then snapped the cell phone shut without a further word.

Clover's mouth remained wide open at what had just transpired. "Why?" she just asked.

"Purely for the mission, Clover," Sam lied to her with a straight face. She felt slight guilt from lying to her best-friend, but, as Clover had put it, desperate times call for desperate measures.

"You're braver than I am, Sammy! Just the thought of going to another movie with Arnold after last week! Gag me with a spoon!" she said, contorting her face in agony. However, suddenly, Clover saw an opportunity. "You don't mind if I take Danny off your hands do you?" she asked, getting excited at the prospect of adding another conquest in addition to the already scheduled date with "Big."

"Go ahead, you can have him. But don't you think with me investigating Arnold tonight, and Britney," she stopped for a moment, just saying it was enough to turn her stomach, "investigating, Mandy, you should start pulling your weight with Tara?"

The thought of a night without receiving the manly attention she so craved right now made Clover frown. However, then she recalled that another big report was due Monday, one that she hadn't even started on. Tara so loved doing her home-work. Plus she did have that certain, special skill that Clover had discovered during a very memorable studying session. Clover quickly changed her mind. "Ok, I guess hotties can wait for another night. This is after all to save two mega-hotties, David and Dean… even if Dean made out with Arnold. Yuck! And let's not forget about poor, innocent Alex sitting all alone in that cramped cell. Sure, I'll have Tara come over, and we'll work on our home-work together. "

"Thanks, Clover, and please try to do some of it yourself," Sam said dryly.

"Of course I will," she chirped. Her mood changed when she gave Sam a good look. She had looked like she was both angry and depressed today, but now she looked like she was contemplating something deeply in her mind, almost like she was scheming up a plot. What was wrong with Sam lately?

To Be Continued


	9. Along Came a Spider

Author's Notes: If you read, please review.

Disclaimer: I don't own nor am I affiliated with Totally Spies.

**Later**

**Chapter 9 – Along Came a Spider**

Sam, in a trendy olive dress and matching heels, entered the dark movie theater. Following closely behind was Arnold, dressed in his "best" ugly suit with bow-tie. He looked quite ridiculous, holding drinks in both hands and hugging a large tub of pop-corn, which was also stacked with several bags of different kinds of sugary candies. Trying to be a good date, he had refused to let Sam carry anything.

This was also the theater Britney and Mandy had entered seconds ago. Sam had used a spying technique she had perfected to keep the perfect distance and angle behind Mandy and Britney. She watched them buy tickets, wait in line, and enter this theater, all without being noticed by them. Finally, she watched the two girls sit in two seats in the middle row next to the center aisle. Arnold walked in another direction to sit some where else, but Sam motioned with her hand that she wanted to sit in the seats directly five rows behind Mandy and Britney. With the steep incline between the rows of seats in this gargantuan EYEMAX movie-theater, it was the perfect position to spy on the two from above.

Soon the previews started playing. All of them were predictably for remakes, including a new version of Citizen Bane starring Brock Williams and a "re-imagining" of the horror-movie Helloween by hack-director Bob Zombie. Soon the feature presentation, An Order of Love for Two II, started rolling. As the minutes passed by, Britney came to the conclusion that this film was as bad as the earlier previewed movies had sounded.

She watched up on the screen as the pivotal scene played out of the first meeting of the star-crossed lovers. In this case they were an over-worked waitress who had no time for love played by Jennifer Hopez and an office big-shot played by Lou Grant, a British immigrant who had appeared in seventy-seven different romantic comedies and was also famous for his public escapades with prostitutes. True to the theme of the movie it took place in the dingy café where the leading lady worked.

"And what would you like to order, sir?" she asked Lou's character, a customer at the café.

The handsome actor gave her a charming smile. "I want you with a side-order of love."

"Sorry, that's not on our menu, sir," the waitress said, rolling her eyes harshly. Also rolling her eyes was Britney. When she looked over for Mandy's reaction, though, she could see she was completely enthralled, almost hypnotized. How any girl could fall for such sappiness was lost on Britney. She then decided she needed a short break from the film's inane corniness.

"Mandy, I'm kinda thirsty. You want something to drink or a snack?"

"I could go for a latte."

"Ok, one diet soda and one latte, coming up." When Britney tried to get up from her seat, she was stopped by Mandy grabbing her hand.

"No, I'll get it."

"You sure?" This seemed completely out of character for the generally selfish girl.

"Of course," Mandy answered. "Besides, you're a poor person. The drinks here are probably too expensive for you." She seemed completely unaware of how belittling that sounded.

"Thanks, Mandy."

Sam saw Mandy climbing up the steep aisle towards her seat. She would surely see her, and Sam certainly didn't want to be caught spying on the two. Sam thought about jumping behind her chair to the empty row in the back, but that would attract too much attention to herself from the theater's other patrons. Quickly, she tried to think of another strategy. Normally one would come to her instantly, but some how the thought of being caught by Mandy had made her very nervous and her mind was running blank. She looked over at Arnold and saw him shoveling buttered popcorn into his mouth from the jumbo-sized tub he was holding. She grabbed it out of his hands, turned it upside down over her head, dumping all the pop-corn on herself, and placed the empty bucket on her head as a make-shift disguise.

Mandy stopped in front of them. "Yeah, I don't blame her, Arnold," she snorted. After cackling at him for a good while, she continued trudging up the steps and exited through the swinging doors.

Sam pulled the greasy paper bucket off her head. "You ok, Sam? Should I call your doctor?" Arnold asked, looking at her like she had just walked out of a UFO.

"I just really love this yummy pop-corn," she said, picking up a few kernels from her shoulder and then throwing them into her mouth.

"No kidding."

Mandy returned with the drinks a short time later and went right back to sit next to Britney, not bothering to look at Arnold and his bucket-headed date again. They both continued watching the movie together, as Sam continued to peer at them fixedly from above.

Time passed and the point in the movie's plot reached the moment where Hopez's character gave into the male lead's ridiculous advances. The couples in the theater watched as the two actors shared their first kiss that was awkward at first and then deeply passionate. As Britney watched the two exchange saliva on the screen, she felt a sudden electric sensation of intoxicating pleasure shoot up through her body. Britney didn't think the kissing scene was _that_ good, though, and upon looking down she could see the pleasurable feeling had actually emanated from Mandy's hand caressing her inner thigh from under her dress. Even though Mandy's touch felt very good, her immediate reaction was to take her hand and remove it from her thigh.

Mandy folded her arms and looked away from her, scowling miserably. Despite the display of anger, Britney could see in Mandy's eyes and her quivering lip that she was close to tears. She had been really hurt by Britney refusing her.

Britney had to think fast. She took her soda out of the cup holder on the arm-rest between her and Mandy. She then moved the arm-rest up and to between the backs of the seats, removing the divider between the two girls. She then put her arm over Mandy and pulled the girl into her, so they were scrunched up next to each other. Mandy seemed very pleased by this, and she nuzzled her head into Britney's shoulder and neck affectionately like a little love-starved kitten.

"Is that better?" Britney whispered.

"_Mmmm_. Yes. Very comfy," she said dreamily. Britney peered over at the dark-haired girl cuddled into her. She did indeed look very comfortable. Britney had always thought Mandy had seemed a little off in the time she had known her. It wasn't only her arrogant, bratty, selfish behavior. She had also seemed almost uncomfortable in her own skin. Now, however, she looked truly happy, almost like she was content for the first time ever.

Sam, still spying on the two, had seen the undeniably loving embrace. She inadvertently crushed the paper cup of soda in her right hand, causing the syrupy liquid to spill all over her fingers and on to the floor. She had finally realized her suspicions, however seemingly paranoid they were at first, were in fact true. It was both infuriating and deeply painful.

Mean while, Arnold, completely oblivious to what was going on, stretched his arms up above his head and gave an over-the-top yawn, being a poor actor. When he brought his right arm down, he placed it over Sam's shoulders. Sam turned her head and glared at him. She looked like a red-headed demon who was about to bite his head off and spit it back out at him. Arnold quickly pulled his arm off her, almost peeing in his pants.

Sam looked forward again, trying to focus on the movie, but all she could see were Mandy and her former friend cuddling together like a couple of love-birds.

"Arnold, I decided I don't like this movie anymore. You want to go see something else?"

"The theater next to us is playing Star Truck II: The Wrath of Ron," he said, excited at the prospect of seeing the film a sixth time.

"Ok, let's go," she agreed. They both got up to leave. Sam looked back one more time to make sure it wasn't all a lie, but it was still true. She wiped out the thick tears building in the corners of her eyes and left the dark theater.

A few hours later, Mandy, with Britney in the passenger seat, stopped her Ferrari, putting it in park on the street half way between the drive-way to her mansion and the drive-way to the spies' villa.

"You sure you don't want to come in and spend the night?" Mandy asked her one more time. "Phoebe would probably have a problem with it, but she's so high by now she probably wouldn't even notice."

"Who's Phoebe?"

"My mother," Mandy admitted begrudgingly.

Britney looked concerned. "You're mother abuses drugs?"

"Well, only weed. She still likes to pretend she's a hippie like she was a million years ago. It's so disgustingly tacky."

"You don't smoke weed do you?"

"Are you kidding? I hate smoking, both my mom's stupid weed and my dad's nasty cigarettes. I can't stand them, they're so gross. I guess that's why we're rich, though, because of dad's cancer sticks and him being dumb enough to not make Phoebe sign a pre-nup before he decided to screw around on her." Mandy suddenly realized she had just divulged more information about her home-life than she was used to. She usually kept these truths much closer to her chest around everyone. "I don't know why I'm telling you my parents are such losers. You don't think I'm one now too do you?"

Britney was taken a back a bit. She really didn't expect such a privileged girl to have such a mangled home-life. "No, of course not. What your parents do is not your fault. Believe me, Mandy, you're no loser. I'm sure of that, and I'm proud of that fact you don't smoke or do marijuana like your mom."

Mandy's face brightened up into a beaming smile. "Thank you, Britneykins." Hearing that had seemed to make Mandy feel really happy. Her smile then changed into a sneakier smirk. "So what about coming in? I have a _very_ nice hot tub," she said, putting her hand on Britney's shoulder and massaging it a little bit.

"Sorry, Mandy. I mean, the date was great. You showed me a very nice time. I couldn't have asked for more… But, I think you're moving kinda fast for me. I'm an old-fashioned kind of girl."

"Squeee!" Mandy's acidic voice reached a crescendo. "Oh my god, a poor girl who wants to be old-fashioned in Beverly Hills! Normally, I'd tell you how utterly lame that is, but with you its just adorable!"

"Thanks… I think."

"I don't usually do this, but don't worry. However, long the wait is, I'm sure it will be totally worth it."

"Well, ok. Good night, Mandy," Britney said, quickly exiting the car-door, thinking she had averted a dangerous situation.

Just as Britney had stepped onto the pavement, Mandy exited her door and ran around to her side like a lightning bolt. "Hey, where do you think you're going?" Mandy asked. "You're not getting off that easy."

Britney looked frightened. "What do you mean?"

"_Well_, this is the second date, and you know the rule." Mandy's expression was getting increasingly more devilish by the second.

"_Ummm_, I don't know what you're talking about," Britney lied sheepishly.

Mandy suddenly got very close to her. "Well, this is the second date, and the rules say on the second date you have to give me a good-bye kiss," she said, putting some fingers in her beautiful blue hair and running them all the way down her back.

"_Wellll.. I.. I… never…"_

"What you never kissed a girl before?" Mandy blinked, looking at her incredulously, like not having done so would have been completely abnormal.

"Well… _ummm_… uh… _no-ope_," Britney's voice cracked. She had been less nervous in interrogations by the enemy when the threat of torture had been introduced. This had been one situation she had never thought to mentally prepare for.

"Oh my god, I can't believe I'm going to be your first!" Mandy squealed, thinking this must be what poor people feel like after winning the lottery. Britney gulped all the air in her throat hard, and several visible beads of sweat trailed down her smooth cheeks. This did not go un-noticed by Mandy and seemed to entice her even more. "_Awwww_, you're nervous. That's _sooo_ cute," Mandy said wrapping her arms tightly around the thin girl's frame, pulling her close and pressing her forehead squarely against Britney's so that their eyes and lips were fractions of an inch away from each other. "Don't worry, I'll be gentle... You do want to kiss me, right, Britneykins?" she asked, boring those incredibly deep purple eyes deep into Britney's soul.

Britney's heart pounded furiously as she searched for an answer. She had a strong inclination in one direction, but then she thought this was a mission and her decision should be based squarely on that. She thought her goals should be to keep her cover and to continue to investigate Mandy as a suspect. There was one clear way to do that now, and the answer became obvious.

"Ye..yeah," she barely let out. That was all the go-ahead Mandy needed, and she pressed her lips against Britney's. At first the kiss seemed one sided with Mandy rubbing her lips all over Britney's. Soon, however, Britney reciprocated, and they were both mashing their lips together with equal enthusiasm. Britney then parted hers further to let Mandy go in deeper, and soon she felt Mandy's tongue braze against her own as their mouths seemed to melt together pleasurably.

The kiss seemed to last forever, but it was really only a minute and change. Mandy finally removed her mouth from Britney, who just stood there blushing and gasping for air.

"So how was your first kiss with a girl?" Mandy asked.

"You're very good," Britney said, sounding astounded. She was both stunned at how pleasurable the kiss was and how carried away she got during it.

Mandy giggled. "You got that right. So, can we do this again next week-end?"

"Sure," Britney said, seemingly still in an altered state of consciousness from the kiss.

"Can't wait. You sleep tight, Britneykins. Good night," she said before planting a short kiss on her cheek.

"Good night, Mandy," Britney replied. Mandy then watched intently as she walked up the drive-way to the spies' villa and entered through the front door.

More than a bit disappointed for some reason, Mandy got back in her Ferrari and drove it up her own drive-way to her mansion. She opened one of the doors of the four door garage with the remote and parked the Spider in between her mother's new Rolls-Royce and vintage, restored Volkswagen van.

She then exited the garage and entered into her cavernous mansion, which in its darkened state, more closely resembled a large cave.

There was one flickering light source faintly illuminating the tall walls. It came from the room right of the sweeping stair-case, emanating from the Luxes' near theater sized LCD television. As to be expected, Mandy could see her mother sitting on the couch. She was laughing like a total idiot at the cartoon she was watching, while she intermittently took puffs from the lit joint in her hand. Sitting there, she looked almost like Mandy's dark-headed doppelganger. Only she looked much older with her wrinkled face and tired eyes that were so blood-shot that Mandy could make out the red in them, even while it was this dark. She had also been so high that she didn't even notice her daughter coming home through the door not too far away

Mandy today seemed extra annoyed at her mother's predictable behavior tonight, even though this had happened innumerous times before. She picked up a priceless Ming Dynasty vase, which was sitting on an equally expensive, hand-carved Napoleon era table standing next to the stair-case. Her mother had little interest in their historical value or elegant design, but had bought them purely as status symbols to prove her wealth. Mandy chucked the vase up into the room, and it sailed directly over Phoebe's head and down to where it crashed into the floor behind the couch, smashing into a thousand pieces.

Phoebe shrieked and started looking around the room franticly, completely paranoid. Mandy didn't give her a second glance and, instead, drudged up the sweeping marble stare-case, headed towards her bed-room, which was located on the left balcony.

She entered her spacious, elegantly decorated room. Mandy stopped and looked forlornly over at her large, frilly tall-post bed. She had really wished the night had ended with her and Britney in it, snuggled up together under the covers, but that didn't happen. Suddenly the room felt incredibly empty. If there was one thing Mandy hated most, it was being alone. She even hated sleeping alone.

Mandy dug her cell-phone out of her purse and flipped it open with the thought of calling Dominique and Catlin over for a late-night romp. They were always her back-up plan for when a date didn't end as planned. However, for some reason, she just didn't feel like calling them tonight. She didn't know why either. Both girls appeared to adore her, mimicked her in every way, and would literally do anything she asked of then. But some how, their mindless devotion felt more shallow now. She was beginning to feel differently about things for once in a long time, and she didn't know the reason yet.

Suddenly, another thought flashed in her head. She was reminded of something she hadn't been thinking of recently, and her mind quickly switched gears. She pressed with her thumb to toggle through the endless list of numbers of boys and girls in her phone. She stopped when she found the number labeled Arnold Jackson. She pressed with her thumb to dial it.

Instead of Arnold's actual whimpering voice answering her in real time, she heard his recorded voice-mail message. She was infuriated and, after she heard the tone, she screamed so loud into the phone that it would surely leave him half-deaf when he received the message. "You stupid nerd! I thought I told you to leave your cell on at all times! When I find you, I'm gonna take your scrawny neck and snap it in two! You hear me!"

After closing the phone, Mandy slammed open the sliding door to her walk-in closet. The closet was actually larger than some apartments in poorer sections of L.A. She walked all the way to the back of it, past the parade of expensive clothes, to where one particular specially designed outfit hung. She ripped it off the hanger.

Back in the spies' villa, Clover and Tara were currently sitting in the living room. Clover lounged on the couch, barely covered by her favorite skimpy, blue silk nighty. Tara sat across from her on the love-seat, dressed much less provocatively in cargo-pants and a sleeveless maroon top that matched her hair. She was diligently working on Clover's history report, as well as a few other home-work assignments Clover had due the next Monday.

Also joining them on the couch was Britney, who had just returned from her "night out" with Mandy. After watching a little tv and chatting a bit with the two girls, she went up to Alex's old room, which now served as her own. She slipped off her heels and then stripped out of the short dress she had worn on the date, leaving only her light-blue bra and matching panties. She then opened one of her drawers and took out some less expensive clothes. She pulled a pair of tight jeans up over her equally tight butt. Next, she dropped a blue and gray t-shirt over her head and pulled it down over her curvy chest. After putting on a pair of tennis shoes, she came back down stairs. She told the two girls she was going out again and gave Clover a wink to signal she was going to do more investigating on the case, although Clover could've interpreted it another way. Britney left.

Now with her gone, Clover used the remote-control to switch back on the movie she was watching on Skinamax before she was interrupted by Britney's return. She stared at the steamy love-scene on the screen intently. Watching that channel in the living room was something Clover, occasionally joined by Alex and Sam, could get away with since after their parents had allowed them to live alone together in the villa.

As she watched the movie, she could also see Tara, from across the room, pause a number of times from scribbling on Clover's homework assignment to glance over at Clover's body. It was quite a sight indeed. While her blue nighty was normally short and revealing enough, it was currently hiked up so high that it not only revealed her long, silky legs, but also a very generous portion of her smooth, round thighs, as well. As Tara watched, Clover un-crossed her legs and then very slowly re-crossed them, showing Tara that the nighty was indeed the only thing she was wearing. "Almost done?" Clover asked in a seductive tone.

"All ma..most," Tara was barely able to let out through shallow breaths. She then went back to scribbling furiously on Clover's home work assignment, finishing it a few minutes later in record timing. She then shot up from her seat and brought the papers over to Clover for her approval.

She skimmed though them and appraised her work while Tara watched impatiently. "_Hmmm, _not as good as Arnold usually does it." Tara scowled viciously and clenched her fists, her hatred of the scrawny nerd cementing even further. He would get his soon. That she was sure of. "I think this will do, though. Good job, Tara." Tara smiled from ear to ear after hearing approval from the one she loved. "_Soooo_, you ready for your reward?" Tara bobbled her maroon head up and down franticly. Clover giggled. "Can you be my doggy again?"

"Ok!" Tara then dropped down on all fours, stood on her hands and knees, and stuck out her tongue, panting like a dog.

Clover giggled again, pleased with her obedience. "Can you bark for me?"

"Ruff! Ruff! Ruff!" Tara barked enthusiastically.

"_Awww_, what a cute puppy," Clover said as she petted the girl's head affectionately, much to Tara's approval. "Does my wittle doggy want her juicy treat now?" Clover asked in a babyish voice.

Tara shook her head up and down. "Ruff! Ruff!"

Clover then un-crossed her legs and spread them far apart. "Ok, come and get it." Tara dug her head in instantly.

At that very moment, Alex was still sitting on her tiny bed in her cramped prison cell, staring ahead at the lifeless white wall across from her. She had been in this position nearly all day.

The female guard making her rounds through the prison took a moment to stop and peek into her cell from the small plexiglass window on the thick titanium-alloy door. She thought Alex, sitting there, resembled a lifeless doll from some little girl's bed-room. Even creepier, there was some sinister quality to the stare the dark skinned girl gave with her even darker eyes. It was as if she was waiting for something. Perhaps, it was the perfect moment to strike when people were least expecting it. This sent a shiver up the guard's spine, and she continued on her patrol down the hall-way of the women's wing of the WOOHP Prisoner Holding Facility.

Suddenly, all the electricity in the Holding Facility switched off. This not only left the in-mates in total darkness, but also virtually unsupervised due to WOOHP's cameras being powerless. Alex, realizing what had happened, actually got up from her position on the bed and stood on the floor. She then took her mattress and moved it up off the bed's frame. On the frame, she searched around with her hand, looking for the item she had managed to sneak into the prison and hide there. She felt it with her fingers, gripped it in her hand, and then held it out in front of her self in the dark.

It had been some time since Sam and Arnold had walked out of An Order of Love for Two II. They had indeed gone and watched Star Truck II instead. Surprising Arnold, Sam had said she liked the movie. Unbeknownst to him, Sam had been a closet Star Truck and science-fiction fan for years. Even though she would've enjoyed the movie under normal circumstances, she had been swept over by an immense sadness that had prevented her from doing so. Arnold had noticed this too.

After the movie, Arnold had invited Sam to her house and, to his amazement, she had accepted. Soon they were out on Arnold's back-yard, gazing through his telescope at the stars, Arnold's idea to cap off a romantic evening. Astronomy was also something that interested Sam. Although she had absolutely no romantic interest in him, she was thinking now perhaps they could become closer friends than they had been.

Sam looked through the telescope at the coordinates Arnold gave her for seeing Venus. When she looked through the lens, some how the planet reminded of her of Mandy's pretty, pale face and the inky darkness around it her beautiful, deep black hair. Suddenly, the tears started pouring down her cheeks uncontrollably.

"Sam, what's wrong? Why are you crying?"

Sam pulled her eye away from the telescope and wiped the tears away from her eyes and cheeks with her palm. "It's nothing. Really, I'm fine." The tears however continued to pour out, contradicting her words.

From his left breast pocket, Arnold pulled out a handkerchief with his name embroidered on it, a gift from his mother, and handed it to Sam. "Is it something I did?"

"No. It's not you, Arnold. I'm sorry. It's just…" she trailed off.

"Just what, Sam?"

"I can't tell you."

"You can trust me. I won't tell anyone else. You have my word."

"Well… I guess when I asked you out tonight, it wasn't really because I wanted to go on a date with you. No offense. I mean, I had a good time. You aren't really as bad a date as people say, but… I guess I was really wishing I was with some one else tonight. Some one I'm not supposed to be with."

"Well, I'm not stupid," Arnold said, "I knew there had to be some catch with you wanting to go out with me." Arnold's annoyance at this disclosure though seemed to be over-taken by his curiosity and concern for Sam. "Do you mind telling me who this person is?"

"I don't really want to say. I don't know if I'll ever be able to tell anyone about it. I don't know how it happened or why. It makes no sense at all. I used to think I hated this person, but now I feel like I really loved them the whole time and want to be with them. There's just no way it could ever happen though."

"Have you tried telling them yet?"

"Not really."

"That doesn't sound like you Sam. I've never seen you give up on anything before. Anytime I've seen you have a problem, you worked hard until you found a solution. That's one of the best things I like about you."

"Thanks, Arnold. That means a lot, but this is different I'm afraid."

"I don't see why it is. If you really do love this person, and those feelings are real, I think you should let them know. Maybe you can work something out, even if you're not supposed to be together. It may be hard, but I think love is worth it. If you fail, at least you tried... That's how I feel, anyways."

Sam was surprised. She didn't know Arnold was this deep, but then again she had never really spent any quality time with him before. Then she recalled the little candid camera incident she had seen in Jerry's office, and Sam's spy side got a little inspiration.

"Has this ever happened to you Arnold?"

"Well… yeah," Arnold said.

"With who?" Sam asked, sounding a bit sneaky.

"Uh, Clover," he said. He was getting a strange suspicion that Sam was on to him.

Sam laughed at the blatant fib, the first time she had laughed in a while. "Well you did ask her out about a hundred times. You don't know when to quit."

Arnold laughed too. "I guess you're right, although I did finally get one last week."

"Hmmm, I guess you're right," Sam said, "but what about Dean?" she asked forwardly, quirking an eye-brow, almost like a part of Mandy had rubbed off on her.

"I don't know what you're talking about," he said before laughing nervously.

Sam snickered a bit, but decided she had teased him enough. "I mean what do you think about Dean disappearing? Aren't you worried about him?"

"Yeah, I am," Arnold said. He then muttered under his breath, "Even though he's a pushy jerk."

"I'm worried too. Do you know what happened to him?"

"No, not really… but wait!" It looked as if a light bulb had suddenly switched on in Arnold's head. "I know who did it! She must've have gotten David and Mr. Roberts too!"

"She?" Sam asked incredibly interested.

"Yeah, she gave me this stupid ring," he said, digging the gold band with the large green gem on it out of his back-pocket. "She told me to wear it around school and gave me this phony story about buying it in China-Town to tell people. It started flashing this weird green light during the black-out when Dean disappeared. I later took it apart and found a radio transmitter that turned on the light. It must've been part of some kind of diversion. It's all beginning to make sense now."

"Who is she? Who kidnapped Dean and David?" Sam asked urgently.

"You know her. It's…" Before Arnold could finish his sentence, a whizzing sound cut through the air, and suddenly, Arnold had a dart lodged in his neck. What ever substance was in the tip of that dart went directly into his blood stream, and he slumped over to the side unconscious.

Sam jumped to the left, landing in a crouching position. She looked in the direction from which she saw the dart fly into Arnold's neck. A couple hundred feet away, on top of Arnold's house, she could barely make out a dark figure standing on the roof looking through the scope of some kind of gun at her.

It was another second before she heard another whizzing sound, and she rolled to the right, just missing another dart before it stabbed into the ground inches away from her.

Sam then stood up and quickly sprinted behind a tall oak tree in Arnold's yard. Now with some cover, she frantically dug through her purse looking for gadgets.

First she extracted her X-Powder. She pointed it at herself and pressed a button, which caused a laser like beam of light to shoot out and cover her from head to toe. The beam of light almost magically transformed her olive dress into her skin-tight, green WOOHP uniform. It was made from a cutting-edge micro-fiber, which would give her better agility, shield her from minor blows, and whether falls.

Digging for more gadgets, she saw the two cans of WOOHP Brand Corn Cluster-Bombs and Pea Grenades. She decided against using them though. Using explosives around civilian homes in a populated neighborhood, such as this one, would be too big of a risk.

Instead, she pulled out the Water-Resistant Air-Tight Night-Vision Goggles or WANG and put them over her head. She pressed the button on the goggles to extend their night-vision lenses, surrounding herself in a sea of bright green shapes she could better make out then the total blackness that had shrouded the neighborhood. This kind of darkness seemed unnatural. Even the street-lamps weren't shining anymore, and all the lights in the near by houses were off. It seemed eerily similar to the black-outs that had occurred at school during the last disappearances.

Lastly from her purse, she yanked out the LAWN or Launching Aerial Whisk Net. She gripped the wire whisk in her hand, as she turned from the tree trunk to point it up at Arnold's roof. However, the figure was no longer there, wise to what she was planning.

Sam pressed another button on the goggles to zoom in closer with the lenses. She examined the surrounding yards, roof-tops, and tree-tops for any sign of the attacker. She could see nothing. Suddenly, though, she saw some kind of light flash from behind her. She turned just in time to see a flying boot come down from the oak-tree and kick her in the face, sending her goggles flying off her head and Sam to the ground.

She looked up, and thanks to the moon-light, she could see her enemy. She wore what looked to be a modified spy-suit, similar to Sam's, but colored dark black. The suit also had a large red hour-glass shape on the stomach, a silver spider as a belt-buckle, as opposed to the usual heart shape, and a featureless black mask that covered her entire head. The curves of her thighs and breasts also left no question to her gender. Arnold was right. The mystery female also held in her right hand a very large carving knife and in her left the pistol shaped dart gun with scope.

Sam, still gripping the LAWN, whipped it up at the masked girl. However, she swiped down with her knife and knocked the whisk in the opposite direction, causing the net to ensnare Arnold's bird bath instead. Sam was then given a series of very harsh stomps in the stomach with a high-heeled boot. The masked girl then got on her knees, straddled Sam's chest, pressed the sharp blade of the knife against her throat, and pointed the gun directly at her forehead.

Sam then heard that eerie, metallic disguised voice again. "Don't move or I'll kill you," it warned. Obviously, the hand-held device she used to mask her voice from before had been altered to become part of the mask.

"Who are you?" Sam asked, even though moving her vocal cords had caused a minor cut on her throat that produced a few small trails of blood that flowed down her neck.

The masked girl cackled disturbingly. "Wouldn't you like to know? For now though, don't worry about my real name. You can just call me the Black Widow."

"What do you want? Why are you kidnapping people?" Sam asked, again inflicting pain on her self.

"Like I'm stupid enough to tell you my plans. I thought you were smarter than that."

Sam, constantly thinking, used the slight distraction of conversation to her advantage. She thrust up with her right foot over ninety degrees in an arc to send a strong kick to the back of the Black Widow's skull, causing her to collapse forward off of her chest. Sam got off her feet and didn't waste another second, sending another thunderous kick to the dark spy's mid-section before she could get off the ground. It sent her reeling in the grass and the knife out of her hand.

Unfortunately, she still held the dart-gun and shot it at Sam, squeezing the trigger twice. Sam cart-wheeled to the left to get out of the path of the gun. As her body spun in the air, one dart grazed her cheek, and the other her leg. Yet, neither dart injected her with any of the liquid they contained. The Black Widow grabbed the knife from off the ground and then charged at Sam, the tip of the sharp blade pointed at her heart. Just as she lunged for her, Sam bent her back forty five degrees, just missing the blade. Sam then used her momentum to grab a hold of the dark spy and toss her up over her head.

The villain landed in the bottom branches of the oak-tree. Slightly disoriented, she began climbing higher into the leaves. Sam was planning to climb up after her, but then a bright blue flash erupted from with in the tree, partially blinding her. It was the same color flash she had seen from the top of the school after Dean had been thrown off the roof.

Still rubbing her eyes, she saw another flash of light, this time from behind her and accompanied with that deadly whizzing sound. She tried to move out of the way, but it was too late. She felt a sharp stab into her back. Suddenly her knees felt like jello, and she fell to the ground. Sam reached to her back and pulled out the dart. However, the liquid inside the tip had already made its way inside her body, and it was debilitating Sam's ability to move fast.

She looked up from the ground, and watched with increasingly blurrier vision as the Black Widow nonchalantly walked in front of her.

"Nighty night, Sammy," the metallic voice said. She then watched helplessly, unable to move, as the dark spy went over to Arnold's body several feet away. It was becoming incredibly difficult to stay conscious, but Sam mustered all the strength with in her being to keep her eye-lids open and watch.

She saw the Black Widow take the knife. She moved the blade to the grass-covered ground. She then pressed some button on the handle, and the blade started emitting traces of that bright blue light from before. She started moving the knife upwards, and it looked almost like she was cutting the fabric of space as the knife left behind a blue streak of light in the air. She cut from the ground, to high above her head, and back down to the grass in an arc shaped like a door way. The door-way shaped light-streak then transformed into some kind of portal or worm-hole of twisting blue light.

The Widow then grabbed Arnold by his shoulders and threw him into the portal. He disappeared on the other side. To where, Sam had no idea. The dark spy then approached Sam, looking like she would do the same to her. However, the Widow suddenly looked to the right, seeing someone coming. Instead, she dove into the portal head first. Once she passed through it, there was a bight blue flash, and the door-way through space vanished.

"Sam! Sam!" she could hear from the ground. Who ever it was, though, was too late. Sam's blurry vision had already faded, and a second later, so had her hearing, burying her in a dark, silent abyss.

To Be Continued


	10. Flowers and a Funeral

Disclaimer: I do not own the characters of Totally Spies! I did not profit from this writing in any way.

Author's Notes: If you read, please review!

**Later**

**Chapter 10 – Flowers and a Funeral**

Sam opened her eyes. She found herself on the filthy floor of a dark, dank abandoned ware-house. She tried to stand up, but couldn't. She could feel the hard steel of the two pairs of hand-cuffs, one pair latching her hands behind her back, the other constricting her feet by the ankles.

She looked across the room to where a bit of light shined down from a broken window to the ground. There lay Mandy. She looked as beautiful as ever with her long, shiny black hair, deep purple eyes, and pale, cute face. Upon closer inspection, though, Sam could see those purple eyes were surrounded by equally dark purple bruises. Seeing Mandy like this hurt her deeply. Sam tried to crawl along the floor to get closer to her, but it was hard due to the shackles. When Mandy saw her moving towards her, she started frantically screaming for Sam, but her screams were muffled by the piece of duct-tape covering her lips. She tried moving forward too, but was also constrained by hand-cuffs.

With much effort, she inched closer to Mandy, but then a black heeled boot suddenly swiped down and kicked her in the face viciously, breaking her nose and spraying her blood every where. Sam looked up as blood gushed down her chin and saw the Black Widow's eerie, blank face. The Widow then took the huge knife she was holding and put it close to Mandy's face. Mandy tried to scowl and shoot obscenities at the Widow, but the duct-tape made that difficult.

She then moved the knife to point it at the duct-tape. "I had to shut her up," the metallic voice said. "This girl is just too damn annoying. How could you ever love some one like this?"

"You leave Mandy alone! I don't care if she's annoying! She's a good person, I know it! She doesn't deserve this!"

"I don't think your friend's Alex and Clover would agree or anyone else. In fact, I think I'll do them all a favor and just kill her right now."

"Don't you touch her!" Sam shouted. "Don't you dare touch her, you bitch!"

"So you want to save this girl, right?"

"Yes, I do!"

"You can't stop her from dying. How could you? You'd have to stop me." She then took the large carving knife and ran it down the front of her mask. As the knife moved down her featureless, disguised face, it left a blue streak of light. There was a bright flash and suddenly the mask was gone.

Sam was utterly shocked and horrified at who it was. She saw her own green eyes, her own red hair, and her own face. It was herself.

"You can't stop yourself, Sam!" Her doppelganger then laughed maniacally, and Sam screamed.

She was still screaming as she felt two hands grabbing her arms. "It's ok, Sam. You're safe now," a kind, familiar voice told her. "It's over."

She stopped screaming and reluctantly opened one of her eyes. She was no longer in the dank ware house, and Mandy and the Black Widow were no where to be seen. Instead, she was lying under the covers in a warm bed in a brightly lit hospital room. She then saw Clover and Alex's loving faces looking down at her from either side of the bed, and Jerry, looking very much like a concerned father, standing at the end of the bed.

"It was just a dream," Sam said, wiping the sweat from her brow.

"Yeah, you're with us now, Sammy," Alex said. "The bad-guy isn't after you anymore." Alex and Clover then both leaned down and hugged the girl, telling her they loved her and that they were glad she was ok.

"Thanks guys. I love you too, but why am I in a hospital?"

Jerry finally spoke up,"Because you were badly injured last night. The dart you were shot with only contained a non-lethal tranquilizer that caused you slip into unconsciousness. Also, the injuries to your throat were thankfully only surface cuts. Our best WOOHP plastic surgeons were able to repair these cuts easily, leaving no signs of any scars." Sam felt her throat and was amazed to see it was smooth and undamaged, just as if that sharp knife had never been pressed against it in Arnold's backyard.

Jerry went on, "However, the injuries to your mid-section, from what I assume were some very viscous stomps with a heeled boot, were much more severe. The lining of your stomach was ruptured, and if you had not made it to one of WOOHP's medical facilities sooner, you would've surely died. Fortunately, Britney had noticed someone suspicious sneaking around your neighborhood and called Clover for back-up. Both of them converged on Arnold Jackson's home and found you unconscious. Clover reported your injuries to me right away, and I was able to dispatch emergency medical care immediately."

"Thank you for saving my life, Clover."

Clover looked down at her friend affectionately. "Don't mention it, Sam. Like you haven't done the same for me hundreds of times," she said, grasping her hand and holding it tight.

"Since the injuries to your stomach were pretty severe, you're going to have to stay in bed for a few days to heal," Jerry told her. "For cover, we've told your school and parents you contracted appendicitis and had your appendix removed. Your parents will be flying back from Europe and will come visit you some time later this evening."

"Thanks, Jerry, for everything." Sam then turned to Alex who was smiling warmly at her. "So did you break out of jail, Alex?" she asked teasingly.

"No. It was all thanks to you, Sam."

"Alex is correct. Since you engaged in combat with the villain and Alex was still being held in the WOOHP Prisoner Holding Facility, she was cleared as a suspect," Jerry said.

"Thank you for getting me my freedom back, Sammy. _Mwah!_" she said, planting a really wet, big kiss on Sam's cheek.

"Jeez, Alex," Sam said, blushing. Everyone in the room laughed hardily.

"Sorry, Sam, we were just all really worried about you. I'm so glad you're going to be ok."

"So, Jerry, since Alex is back, does this mean Britney is off the case and can go back home?" Sam asked, sounding a little bit too interested in seeing her leave.

"No. Since the perpetrator is still on the loose, and he or she has been proven to be very dangerous, I've decided in this case four heads will be better than three. All four of you will work on the case together."

"Where is Britney, anyways?" Sam asked.

"She just called. She's on the way here," Clover explained.

"Even though I'm very happy to see you're going to recover well, Sam," Jerry said, "we do have some business matters we must discuss."

Sam shook her head up and down.

"WOOHP agents have inspected Mr. Jackson's property, and from his backyard, we were able to recover that mysterious green-gemmed ring of Arnold's that resembles the one that previously gave him super strength and agility. It is being analyzed for any clues as we speak. However, there was another strange lapse in our surveillance footage, and we weren't able to find any other evidence besides some obvious signs of a struggle in the grass. So, we can't tell exactly what happened. I will be expecting a full report on the incident between you and the villain, of course, but would you mind filling us in on some preliminary information about him or her as well as on the disappearance of Arnold Jackson?"

"Well, it's a definitely a she that kidnapped Arnold. I have no idea who or why though. She wore this black spy-suit with a mask and disguised her voice. She seemed to be in very good shape and young, maybe around my age or a little older. I'd say she was about the same height too. She called herself the Black Widow." Alex, Clover, and Jerry all looked a bit uneasy hearing that creepy name.

"Is there anything else you can remember?" Jerry asked.

"Yeah, something really weird. She had this weapon. It looked like a knife from a kitchen somewhere, but she used it to cut through space as she moved it in the air. It made some kind of portal of light, like out of a science-fiction movie. She knocked out Arnold with a dart-gun and then threw him into it. She looked like she was going to do the same to me, but then she just jumped through it. The door-way disappeared in a flash. I don't remember much after that."

"I saw that flash!" Clover exclaimed. "It was really strange. I didn't know what it was."

"_Hmmm…_" Jerry cupped his chin in his hand, looking very serious, and briefly gave Alex a suspicious glance. "The weapon you describe is GAWD"

"God?" all three girls asked.

"Yes, GAWD. It stands for Ginsu Automatic Wormhole Dispenser. It's another WOOHP gadget by Agent Hung we've had in development. It was designed to give a WOOHP agent an exit to another preprogrammed location when no other means of escape is available."

"Why would anyone make a portal thingy into a knife?" Alex asked.

"Why, so you can slice prime rib or roast duck, of course. We do have a number of agents in the culinary field. They can't all be young, delicious high-school girls, unfortunately."

Sam, Clover, and Alex all gave Jerry really disturbed looks. Realizing he had unwittingly said more than he should have, he made his goodbyes brief. "Well, I must investigate this matter immediately. Enjoy your hospital food, Sam. If you wish to contact me, you can press a button on the panel on the right safety-rail of your bed. It's next to Call Nurse." He then pressed a button on his watch, and a small whirlwind spun out of the bedpan on the ground and engulfed him. It then sucked Jerry down into the tiny toilet receptacle and into apparent nothingness.

Alex picked up the bedpan and examined it curiously, wondering how that was even possible.

"_Eww,_ put that back down, Alex," Clover told her.

The door to Sam's hospital room then opened and in walked a certain sexy, infamous dark-haired girl.

"Mandy, you came to see me?" Sam asked, both sounding shocked and utterly delighted.

"Well, yeah. I came with Britneykins." Britney then entered through the door behind her, and Sam, without thinking, shot her a nasty glare. Even though she knew she should be grateful to her for the part she played in her rescue, the pain she received from the incident in the movie theater was still very raw. In fact, it was sharper than any pain emanating from her injuries.

"Hi, Sam. Hope you're feeling better after your surgery."

Britney then gave Mandy a nudge with her elbow, signaling her to speak. "I still think you're a loser, Sammy, but I don't like you being sick. Having your appendix out, that must be really lame. Please get better."

"I'm glad you care, Mandy," Sam said, beaming. "That means a lot to me." Despite what she had spied on yesterday, Sam couldn't help but be filled with happiness hearing those words from her.

"We also brought you flowers," Britney said. Sam had barely even noticed the small pot of flowers Britney was holding, probably because she was busy staring at Mandy while virtually ignoring Britney's presence. "Mandy picked them out." Suddenly Sam's attention was on the flowers.

"You did?" Sam asked with big eyes.

"Britney wanted to get some cheap carnations, how cliché. Everyone knows African Violets are the most beautiful flower."

"You just like them because they're purple," Britney digressed.

Mandy quirked an eye-brow. "And what exactly is wrong with purple?"

"I love them!" Sam exclaimed. Britney handed her the pot, and Sam proceeded to hold it in her arms like a newborn baby.

Mandy snickered. "Told ya." Britney sighed.

"Thank you so much Mandy… _and Britney._"

All the girls chatted for some time. Sam had noticed that Mandy and Clover didn't seem as antagonistic towards each other as usual. They still took a few swipes at each other, of course, but there seemed to be much less malice behind them than usual. It had seemed concern for Sam's health had temporarily put their rivalry at rest. Sam very much enjoyed having Alex, Clover, and Mandy together with her in this congenial setting, and being able to chat with Mandy on friendly terms was real treat indeed.

The only person she wished wasn't there was Britney. The girl's mere presence infuriated her inside, but the joy of seeing her friends and Mandy after a brush with death was enough to dull that anger. About an hour later, the girls left to travel to a football game that Mandy, Clover, and Britney were cheerleading at and Alex was actually playing in, being Bev High's only female kicker.

Sam was left alone, but she didn't feel lonely at all. She looked down at the pot of flowers that she was still cradling in her arms and gazed at the violets' pretty purple pedals admiringly. They reminded her so much of Mandy. She then brought her nose down and took in their aroma. It may have been the pain medication affecting her senses, but somehow the fragrance of the flowers matched the intoxicating scent of Mandy's favorite perfume. She then wondered if this was what it would smell like to have Mandy in bed with her, and she saw a vision of the raven-haired beauty snuggled up in her arms under the covers. Sam was glad no one else was in her room now. Just the thought had made her so flushed anyone else would've surely noticed.

Finally, she put the flower pot on the table next to her bed. She couldn't believe that Mandy was the Black Widow. Even though Mandy could seemingly act completely cold and ruthless on petty social matters, she knew deep down in her heart she was a good person. On the other hand, Tara, the other remaining suspect, she wasn't so sure about.

Sam pressed the button with the "W" shaped WOOHP symbol on the side panel of her hospital bed. Suddenly, her tv switched on, and she could see her aging British boss on the screen. "Why, hello, Samantha. You rang?"

"Yes. Hi, Jerry. I'm going to write my report soon, but I also want to do some research on the case while I sit here in bed. You think you could send me all the files you have on Tara Respighi, especially any information on those obsessive personality disorders you mentioned before?"

"Why certainly. I'll have GLADIS send them to you right away." Jerry and Sam gave their goodbyes, and the tv switched back off. The side panel then stated printing out pages of paper, until they formed a short stack on Sam's lap.

She started reading through them. Most of it was mundane personal information. Finally, she reached a section entitled "Record of the Mental Illness." It started off by telling the story of a Tara and a best friend named Chloe Clayborn. They first met at pre-school in a small suburb of Des Moines, Iowa. Even at first encounter, something clicked between the two girls instantly. They quickly became playmates and soon best friends, doing everything together and becoming utterly inseparable. As the years passed, the bond between the girls intensified more and more. Then finally, in the last year of junior high-school, their relationship passed the last boundary, and they became romantically intimate. They kept the relationship discreet. However, Chloe's nosy father eventually caught the two girls kissing in a certain spot in the park where they thought they would be alone.

Chloe's parents being strict Baptists did not approve to say the least. Chloe was told to separate from Tara forever. However, they still managed to meet with each other in secret, even after Chloe was transferred to a private school. Knowing he was being undermined, Chloe's father finally made the drastic decision to send his daughter to a Christian "camp" whose main objective was to reprogram homosexuals into abandoning their sexual-orientation for "God." Tired of endless arguing with her parents, Chloe reluctantly boarded the bus headed for the camp.

As chance would have it, the bus turned onto a highway on which a sleep-deprived truck-driver was hauling potatoes in the opposite direction. He fell asleep at the wheel and collided with the bus. Miraculously, there was only one fatality: Chloe Clayborn.

"How terrible," Sam said, literally becoming sick to her stomach and removing a few tears from the corner of her eye. She read on.

Both Tara and Chloe's parents were extremely distraught over the loss. Chloe's parents blamed divine retribution, while Tara blamed them for forcing her to get on that bus in the first place.

Then came the day of Chloe's wake. After arriving at the funeral home, Tara had discovered Chloe's parents had assigned people to wait outside to prevent her from entering the building to see her loved one. This infuriated her to the point that it is believed to have created a schism in her psyche. She broke through the men at the door and attacked Chloe's father while screaming, "You did it! You killed her!" After badly clawing his face and severely beating his testicles with a Bible, she went into complete hysteria and had to be pinned to the ground by several people until law enforcement arrived. She was never convicted of any crime, however, but was instead sent to Smith's Grove mental institution for recovery from a serious mental breakdown.

During the first several weeks of her institutionalization, she was lost in a total state of psychosis completely centered on her loss. At times, she had denied Chloe was dead, while at other times she thought she was Chloe. However, due to intensive treatment, the assistance of medication, and the love of her understanding parents, she was able to make a full recovery and was declared sane six months later.

Her parents then moved to California, wishing to give their daughter a new start. She enrolled as a freshman at Beverly Hills High School in Beverly Hills, California. She seemed to be doing quite well at school. However, she experienced a partial relapse after six weeks. This occurred after she became the "personal assistant" of one Clover Ewing, the undercover Super Spy of distinguished merit and of course Sam and Alex's best friend. Tara was quickly taken by Clover's beauty and charm. However, as her assistant she was treated more as some kind of indentured servant paid with fashion knowledge as opposed to the love she had probably hoped for. She didn't object to the slave-like treatment, though. Instead she became completely obsessed with Clover and began dressing, styling her hair, talking, and acting like Clover to a considerable degree of mimicry.

Before this relapse could intensify further, her parents caught on to what was going on. She was temporary pulled out of a school for several weeks. After some new treatment and a change in medication, she was deemed mentally fit to attend school again and was reinstated in Beverly Hills High School. No further bouts with mental illness had been recorded. However, the report mentioned that she had recently been named a suspect in the disappearances of two students, one teacher, and one undercover WOOHP Super Spy.

Sam then looked at some of the color photographs that printed with the files. One photo in particular caught her attention immediately. It was labeled "Tara Respighi and Chloe Clayborn, ages twelve and thirteen." There was a younger and still very cute version of Tara, still with her unruly maroon hair and still decked out in her slightly punkish garb. She also had that huge, warm smile on her face. It was a smile she had only seen on her when she was with Clover. However, that's not what alarmed Sam. It was Chloe, the girl Tara held her arm over lovingly. She had a skinny, petite, yet athletic frame and delicate white skin. Beyond that, she had charming blue eyes that matched her blue sun-dress and blonde hair of a very bright shade matching most closely that of a dandelion. Furthermore, her hair was cut in a way that it ended near the base of her neck and was styled so it stretched out to either side of her head, forming the shape of a fan.

"Oh my god!" Sam was shocked. Chloe's uncanny resemblance to Clover in that photograph was almost terrifying.

To Be Continued


	11. The Vault

Disclaimer: I do not own nor am I affiliated with Totally Spies!

Author's Notes: Here's the new chapter. Sorry for the delay. I'll try to update faster from now on. Since the last update, though, I went through all the previous chapters and corrected a lot of typos and grammatical errors I had missed. I've also corrected errors in Truth or Dare and my Harley/Ivy stories. It took a lot of time, but I think they're better now than they were before. Anyways, as always, if you read, please review. Enjoy.

**Later**

**Chapter 11 – The Vault**

Sam had now been back at home with the rest of the spies for a few days, having made a full recovery in a very short amount of time. Her WOOHP appointed doctors had all told her they were quite impressed by her tenacious will to heal. While her body had completely healed in the hospital, Sam couldn't help but feel a part of her hadn't.

Currently, all four of the spies were enjoying a night in at the Sam, Clover, and Alex's luxurious villa. Alex and Clover seemed to be in a very pleasant mood, obviously happy about having their best friend back home with them again. Britney seemed happy too and even helped throw a welcome home party for Sam a couple nights earlier. The only person who didn't seem to share the same happiness was Sam herself. She had seemed to have been pretty moody for the past few days for some reason, especially when Britney was in her presence.

Despite the apparent tension between the two girls, at least on Sam's part, all four spies were in the villa's living room together, trying to have a good time. Alex was enjoying playing a game of Dance Pants Revolution on their big-screen LCD television, stepping her feet in sequence on the game-mat on the floor in the directions the arrows that flew by on the screen told her to dance. Clover watched attentively next to her, quite concerned that her high-score on the game she had just set would shortly be broken.

Britney, although sitting near the tv, wasn't really watching the video-game. She was currently too preoccupied with chatting with Mandy on her cell-phone. This was something she had done a lot of lately. It had seemed to the other spies that if she wasn't hanging out with Mandy, she was talking to her on the phone. Alex and Clover had both commended Britney on the admirable bravery she had shown by spending so much time with the detestable, bratty girl just to investigate the case. Sam, however, had not been so thankful to her.

Sam, herself, was currently sitting two seats over from Britney on the couch. She continued digging strawberry ice cream out of the tub she held and spooning it into her mouth as she had done most of the evening. She was also pretending to watch Alex play the video-game, but was more consciously eavesdropping on Britney's side of the conversation with Mandy.

"So whacha' wearing?" Mandy asked from the other side of the line. She was currently sprawled out on her bed, twirling some of her long strands of black hair and wearing a short, lacy violet nighty which barely covered her body.

"That purple top and designer jeans you bought me. You know the ones with the embroidered diamonds in them." Sam was now peering at Britney from the corner of her eye, suspicious of the direction the conversation seemed to be headed.

"_Mmmm,_ your butt looks so good in those jeans, but why don't you take them off?" Sam watched as Mandy's suggestion caused Britney to blush brightly and a large sweat-drop to form on the side of her head. "No, I can't do that. Sam, Clover, and Alex are in the room." Sam started grinding her teeth, becoming incensed. "Maybe later though," Britney said before giggling incessantly like a little school girl.

"_Grarrr_," Sam growled quite audibly.

"Are you ok Sam?" Britney asked, moving her lips away from the phone. "You don't sound well."

"It's just a brain-freeze from the ice-cream. That's all," Sam fibbed with her hand over her throbbing forehead. She then started shoveling the ice-cream into her mouth at a much quicker pace.

"What happened?" Mandy asked.

"Nothing, Sam just ate too much ice-cream."

"And what else is new?" she sniped sarcastically.

The musical, electronic chime of Sam, Alex, Clover, and Britney's X-Powders than simultaneously rang through the room. Alex turned off the game and the tv. "Sorry, Mandy, I have to go now," Britney told her.

"Wait, I want to tell you something!" Mandy pleaded somewhat urgently.

"Sure, what is it?" Britney asked, sounding extremely interested. "You can tell me anything, Mandy. It's ok."

"I... I… never mind!" Britney heard the click of Mandy hanging up on the other end. Mandy had seemed on the verge of telling her something very important for the past few days. Britney suspected she was close to getting a confession out of her. Success was so close, she could almost taste it.

"Can we answer Jerry now?" Sam asked, looking absolutely annoyed.

"Yeah, sure. Sorry."

Sam opened her X-Powder, placed it on the spies' long coffee-table, and pressed the button to receive the call from Jerry. Suddenly, bright light shot out of the X-Powder, producing a mouse-sized hologram of their British, suit-wearing boss. "Good evening, spies."

"Hi, Jerry!" all the girls answered him.

"I have some very important news regarding the case you're working on."

"What is it Jerry?" Alex asked, sounding very intrigued.

"We've analyzed that ring Arnold dropped in his backyard during the altercation with the villain. While we were not able to determine the manufacturer of the transmitter and light hidden within it, we fared much better with the precious stone itself. Our WOOHP scientists have determined it is a variety of emerald only found in the Masvingo region of Zimbabwe."

"So we're going on another African safari?" Clover asked. "Great, getting that sweaty and not being able to shower is terrible for my complexion," she whined.

"Not exactly. While the emerald was mined in Zimbabwe, it was actually cut and processed into a gem suitable for jewelry in a facility near the city limits of Los Angeles. We were able to tell by examining the gem under powerful WOOHP microscopes. The tool marks carved into the gem match exactly with only the tools used in that particular factory."

"So, who owns the factory?" Britney asked.

"The factory is owned by and ran under the umbrella of Luxe International."

"That's Mandy's last name!" Alex shouted.

"That is correct," Jerry said. "Luxe International was founded by and is primarily owned by one Maximilian Luxe. Maximilian is indeed the estranged, biological father of your friend, Amanda Luxe. Sh…"

Clover cut him off, "She's not our friend!"

"Excuse me, acquaintance and one of the prime suspects in this case, I might add."

"So you want us to go investigate the factory for clues, right, Jerry?" Sam asked.

"Exactly. Now would be the perfect time to do so since the factory's operating hours ended fifty five minutes ago. So do so immediately. Good luck, spies!"

Fifteen minutes later, the four spies, now all wearing their form-fitting spy uniforms, were on top of a hill overlooking the jewelry factory. It was Britney's idea to scope out the area first, despite Sam's complaint that it was a waste of time. However, due to the very dark clouds in the sky blocking the moonlight, it was nearly impossible to see anything below the hill.

"Girls, it's pretty dark. I think we should all take out our WANGs," Britney suggested.

"_Whaaat?_ You have those?" Alex asked, sounding both shocked and frightened. Huge sweat-drops appeared on the foreheads of the other three spies.

"She means Water-Resistant Air-Tight Night-Vision Goggles," Clover explained, "like duh!"

"Oh, it's a gadget," Alex said, rubbing her head, embarrassed. "Actually, Jerry didn't give me any gadgets since I got out of jail. He said he would, but when I asked him about it again recently, he kept changing the subject."

"That's pretty strange," Sam remarked. "I wonder why he would do that."

"Guess you'll just have to be extra careful in the dark then," Britney said. "Anyways, enough chit-chat girls. We have a mystery to solve."

"You sound like Scooby Doo," Sam muttered quite audibly.

Britney simply ignored the insult and put on her goggles. Clover and Sam did the same, while Alex watched, feeling left out. Britney then pressed the button on the side of her right goggle to extend the lenses out and zoom in on the entrance to the factory. It was a large but very simple structure. Its only distinguishing features were a sign with a large diamond-shaped logo with the words "Luxe Jewelry" under it and a security camera perched next to the sign that continually panned back and forth. The factory seemed completely abandoned, but then she noticed some movement. Zooming in more, Britney was surprised to see that someone was sneaking towards the entrance. "I see some one!"

Clover and Sam zoomed in too. Sam kept pressing the button until it was squarely on the person's face. She recognized those beautiful pale cheeks and that long, dark hair immediately. "Oh my god, its Mandy," she said, sounding quite concerned. "What is she doing here?"

"Isn't it obvious?" Clover asked. "She's the crook!"

"We can't be sure of that," Britney reminded her. "Although, she did say she was staying in tonight to do homework. I thought that was really suspicious since she hates school-work so much." The three girls watched as Mandy snuck towards the door, obviously trying to avoid the sight of a security camera as it panned back and forth on the top of the building. While it was pointed in the opposite direction, she quickly darted towards the door and hurriedly unlocked it with a key in a matter of seconds. She then disappeared inside before the camera had a chance to turn and point in her direction.

"Wow, I didn't know Mandy was so good at spying herself," Sam marveled.

"Me neither," Britney said, also surprised.

"I'm not," Clover stated matter-of-factly. "She's so sneaky. Who knows what else she can do."

The four girls converged on the entrance, mindful of the slowly turning camera. One by one, they made it inside the door, which Mandy had left unlocked, without being spotted. Inside, they were surprised to see the lights were on, illuminating the cavernous factory floor which was filled with a sea of tables and lamps where only hours earlier workers were constructing very expensive fine jewelry. They also could see Mandy walking far ahead in the distance, unaware she was no longer alone due to the spies' stealth, as she turned a corner and disappeared.

"How can she just walk though here like that?" Sam whispered. "Wouldn't a place that makes expensive jewelry have more security?"

"Hmmm. That is strange," Britney admitted. They then heard a sound from outside followed by the door creaking open behind them. "Maybe that's them," Britney whispered. Clover and Alex jumped to either side of the door and crouched near the floor, while Britney and Sam dove behind the tables in front of them, putting the four spies out of the immediate plane of view of the opening door. The person walked forward, revealing who she was.

"Tara," Clover whispered to herself.

"Clover, where are you?" The maroon-haired girl cried out. She was answered by her own voice echoing back to her from the eerily empty factory. A loud metallic bang was then heard in the distance from back behind the corner that Mandy had disappeared behind. "Clover is that you?" She then started running in the direction of the sound. She was in such a hurry, she dropped the piece of paper she was holding. She then disappeared behind the same corner Mandy had moments earlier.

Alex got up, grabbed the piece of paper from the floor, and read it to her team-mates.

"Dear Tara,

Hey, baby. Meet me at the jewelry factory at 439 Industrial Lane tonight after 9. I have something really nice to give you for being so good to me.

Hugs and kisses,

Clovey"

"I didn't write that!" Clover protested.

"I hope not. It sounded pretty mushy," Alex said, creeped out.

"It must have been used to lure Tara here," Britney deduced.

"Or Tara's using it to throw us off," Sam retorted her somewhat scornfully.

"That's possible too."

The four spies then walked forward in the room back to where Tara and Mandy had disappeared. Turning the corner, they found a hallway, one that forked off at the end into two separate directions.

"I think we should split-up," Britney whispered to her team-mates. "Sam and I will go to the left, and Clover and Alex, you should go to the right."

"Who made you leader?" Sam spat off annoyed. "And I'd much rather go with Alex or Clover."

Clover and Alex frowned at her, finally having enough of Sam's snotty attitude towards Britney as of late. "Jeez, and I thought I was the one who was supposed to be jealous of Britney." Alex said. "Why are you being so mean to her, Sam?"

"Yeah, would you just get over yourself already so we can finish the mission, you know, _together?_ We have hotties to save."

"Well, all right. _Fine,_ I'll go with Britney," Sam pouted. "But if you find Mandy, don't hurt her. She's completely innocent as far as we know."

Clover groaned, also becoming sick of Sam's insistence on defending her archrival as of late. She then left with Alex to the right, while Sam did indeed follow Britney down the left corridor.

After walking for what seemed a really long distance, Britney and Sam found a door. It was wide open, appearing to have been forcefully broken into from the outside. Inside was an office-room, which was now a total mess. It appeared to have been ransacked earlier that night. Chairs and tables were over-turned, and the drawers of several file cabinets were pulled out with the hundreds of papers they once contained now existing as white, crunchy carpeting over most of the floor.

"Looks like there was a struggle," Britney remarked.

"And that someone was trying to find something in those files," Sam said, examining some of the papers on the floor.

"Or that they wanted us to think that," Britney retorted, also looking at the papers and finding them to be mostly mundane accounting records of routine business transactions.

"Yeah, whatever," Sam muttered, hating being corrected by the blue-haired girl in the same way she had done to her earlier.

Sam then spotted something on the floor, something that was almost invisible to the naked eye and would've surely gone unnoticed by most people in this very messy room. She leaned down, picked it up between her two gloved fingers, and raised it to her eyes. "A contact."

Britney came over and also looked at the contact lens Sam held. "Excellent find, Sam. It could belong to the perpetrator. Do you know if any of the suspects wear contacts?"

"Well, Arnold wears glasses, but he's never worn contacts before as far as I can remember. I haven't ever known Mandy, Alex, or Tara to wear them either. Maybe we should test it for DNA. If they wore it recently, there should definitely be some left on the lens."

"Great idea. Let me call Jerry." Britney opened her X-Powder and pressed the button to call their boss, who then appeared on the gadget's small screen.

"Did you need anything, Britney?" Jerry asked.

"Yes. Sam found a contact lens on the floor of the jewelry factory's office. We would like you to scan it for us and see if you can find any traces of DNA on the lens. Maybe you can tell us who the owner is."

"Why certainly." Sam held out the lens in front of the X-Powder, and a pink laser shot out of the bottom of the gadget and scanned over the lens. The information acquired in the scan quickly transferred from Britney's X-Powder to GLADIS in WOOHP Headquarters and appeared on the computer monitor on Jerry's desk almost instantaneously. He looked it over for a moment, seeming somewhat surprised. "_Hmmm_. I've found some scant traces of DNA on the concave side of the lens, but this can't be correct. There must be some contamination or your X-Powder is malfunctioning. I'll send an agent over right away to collect the contact lens so I can make a more thorough analysis. In the mean time, continue your investigation."

"Thanks, Jerry," Britney said.

"You're welcome, and good luck, girls," the Briton said before his image on the X-Powder's screen switched to static. Britney closed her X-Powder.

"That was strange," Sam remarked as she placed the lens in a small plastic evidence bag, which she then put in her pocket. "I wonder what was wrong with the DNA he scanned."

"I don't know, but I'm sure we'll find out soon enough."

Mean while, Clover and Alex had found a large storage room containing various kinds of equipment used in crafting jewelry including a number high-powered diamond-tipped drills and saws so strong they had the ability to cut through other diamonds.

While Clover was inspecting the room thoroughly for clues, Alex wandered forward through a door into an adjacent room. The room contained a large steel vault near the back. Strangely, the huge, thick titanium door of the vault was open. Curious, Alex walked inside. She found two long walls of metal cabinets that stretched back nearly a hundred feet. The metal drawers of each cabinet were locked and had to be opened with a key. However, one drawer had been unlocked and pulled out of its cabinet. Its contents, hundreds of gold rings with very large diamonds, had been dumped all over the floor.

"_Wow,_ look at all the bling," Alex marveled. "Clover, you should come see this," she called out to her. Clover didn't answer her. A few seconds later, there was a large thud as the vault door closed and locked shut with Alex still inside. Alex then started pounding on the door with her fists and calling out desperately for help.

A few seconds later she could barely hear Clover shouting from the other side of the thick door, "Alex? Alex? Are you in there?"

"Yeah, I'm locked in!"

"How did that happen?"

"I dunno. Someone closed the door!"

"Give me a second. I'll get you out of there." Clover unzipped her spy-suit from her collar to down near the top of her shapely breasts. From her cleavage, she extracted her Laser Lipstick. She then aimed it at the door and fired it, causing a bright laser-beam to shoot out that very slowly began melting the door. She stopped firing it when she heard what sounded like a loud electrical discharge from inside the vault. "Alex, what happened?" There was no response. "Alex?"

At the same time, Sam and Britney had just found the security room. On the floor were the two armed security guards assigned to watch over the factory who had seemingly been knocked unconscious.

"Well, that explains why Mandy and Tara could just walk in here," Britney said.

Sam leaned down and examined the wounds on their heads which were shaped like the prints of a high-heeled boot. "The foot that kicked these guards belongs to the Black Widow. I would recognize that print anywhere after she stomped it into my stomach."

"It also closely resembles the design of the standard-issue female WOOHP uniform boot," Britney added.

"You're exactly right."

"The Black Widow must have pretty good legs to be able to kick someone that hard."

Sam gave Britney a funny look and then turned to the wall of monitors that were being fed video from numerous cameras hidden all over the factory. "I wonder where Mandy is," Sam said as she scanned each screen, but not finding a trace of the dark-haired girl. She then spotted Clover who was still trying to burn through the vault door with her Laser Lipstick. The video on the next screen over was from the camera hidden inside of the vault. It simply showed static due to the feed from that camera having been cut off. "What's Clover doing?" Sam asked. She then opened her X-Powder and called her. Sam and Britney watched on the screen as Clover turned off the laser and answered the call. "Clover what are you doing? We can see you from the security camera."

"Alex got locked in the vault. I'm trying to get her out."

"Did she lock herself in there?"

"Sounds like Alex," Britney quipped.

"No. She said someone else did it," Clover explained.

Britney and Sam then noticed that a dark figure had walked into the room behind Clover. She was female, dressed from head to toe in black, and gripping a large carving knife. It was the Black Widow. "Oh my god, Clover! The Widow is right behind you!" Sam screamed into her X-Powder as she watched horrified as the Black Widow lunged forward with her knife for Clover's back. Before they could see Clover being stabbed, however, the lights suddenly went out, leaving the two spies in total darkness. The video on Sam's X-Powder was now mysteriously static as well. She shook it a few times, before she closed it. She then pulled back out her WANG and put it on, which Britney did as well. "Come on, we have to go save Clover!"

"Right!" The two girls ran back through a series of doors and back down the hallway that forked off in two directions, one leading to the vault, which they were now headed for. On the way there, though, they noticed the green shape of a person wandering through the hall in their night vision. Britney approached the person slowly, preparing to either catch her in her arms or karate-chop her once to the jugular vein. Just as she was about to strike, though, the lights suddenly switched back on, flooding the room with bright light.

"_Ahhhhh!_" the girl shrieked. Sam and Britney both took off their goggles and saw that it was Tara.

"Don't worry, we're not going to hurt you," Britney promised.

After panting for a good while, she caught her breath. "What's going on?" she asked. "Why were the lights out?"

"There must be a storm," Britney said.

"Hey, I know you," Tara said. "Aren't you that new girl who everyone hates because she's so perfect and is always hanging around with Mandy? I think Dominique and Catlin said your name was Bratney or something."

"That's Britney," she groaned.

"And I know you! You're Clover's friend."

"I have a name. It's Sam," she said dryly.

Tara then looked over Britney and Sam from head to toe and raised her eyebrow quite high. "Why are you both dressed like dominatrixes?" she asked, referring to Sam and Britney's skin-tight, leather-like uniforms with seamless high-heeled boots and gloves. "Did you come from some kind of kinky orgy or something? Is Clover in it?" she asked, getting excited at the prospect of joining her.

Britney and Sam couldn't have looked more embarrassed. "_Umm, no. _We're filming a movie." Britney fibbed as a huge sweat-drop rolled down her head.

"You're making a porno?" Tara asked.

"No, we're not making a porno," Sam said nervously. "We're making _aaaa…_ spy movie, that's it. It's going to be called Super Teenage Spies. It's about normal high school girls who double as secret agents. Britney and I are extras, and we're filming on location in this factory."

"Wow, that has to be about the stupidest idea for a movie I've ever heard. Who's in it?"

"Lindsey Lohan, Hillary Duff, and Miley Cyrus," Britney said.

"And William Shatner as their boss, Jeremy," Sam added with her hand on the back of her head.

"Wow, that sure sounds like a hit," Tara said, rolling her eyes. "Do you know where Clover is? She said to meet her here."

"No," Sam said. "Now you have to leave. It's against the rules to be on set while we're filming." She then started pushing Tara from behind back in the direction of the entrance.

As Tara was pushed towards the fork in the hallway, from around the corner a black hand suddenly shoved the spinning metal blade of a saw right into her face. The blade was only half an inch away from sawing Tara's head in half. Tara screamed freakishly for her life, as Sam pushed her out of the way of the deadly twisting metal. As Sam tried to get out of the way herself, it grazed her shoulder, cutting right though her uniform and leaving a gash that began to ooze bright-red blood. She fell to her knees from the sheer shock of the sudden injury. Looking up from the ground, she could see the Black Widow's evil, blank face staring down at her, and she became completely petrified as the Widow lowered the saw towards Sam's head.

"Sam, move!" Britney tried to warn her, but she seemed to be almost hypnotized. Thinking fast, Britney pulled out her Laser Lipstick. She shot the laser directly at the chord attached to the saw and it stopped spinning just a few inches away from Sam's head. Britney then shot the laser again directly at the saw, causing it to begin to melt and the Widow to drop it from the intense heat burning her hand. Britney then shot the laser directly at the Black Widow's face. She, however, expertly dodged the beam and dived for Tara, grabbing the very frightened girl. Before Britney could move to attack her again, the Widow had pulled out GAWD, the carving knife shaped gadget, from a holster on her leg and pressed it against Tara's throat.

"Drop the lipstick or the slut dies!" that creepy metallic voice warned. Britney dropped the Laser Lipstick on the ground. "Yours too, Sam!" Sam, still on the ground, extracted her Laser Lipstick with a trembling hand and tossed it in the direction of the Black Widow. "Now move to the back of the room very, very slowly. Don't make any unexpected movements either. I have no problem with slicing this girl's throat and then stabbing her right in her heart!" Sam got up off the floor, and she and Britney walked very slowly to the back of the room and stood against the wall. With the blade still pressed against the mortified Tara's throat, the Black Widow led her towards the other side of the room.

Once against the opposite wall, she pressed the button on the handle of GAWD that caused it to start emitting that blue light. Quickly, she moved the knife in a large arc against the wall, creating a bright twisting portal of blue light. She quickly put the knife back against Tara's throat and backed up with her into the portal, disappearing inside it. Britney ran forward as fast as she could and lunged for the wormhole. However, it suddenly vanished in a bright flash right before she could reach it, causing her to collide with the hard wall instead.

Standing back up she pounded her fists against the wall in protest. "Damn it!" She then turned to see Sam, who had fallen back to her knees and was sobbing into her hands. Britney walked over to her and leaned down to her level. First, she extracted some emergency gauze and antiseptic from a department on her belt. She sprayed the gash on Sam's shoulder with the antiseptic and then wrapped the gauze around her shoulder, expertly dressing the wound to stop the bleeding. Seeing she was still crying terribly, Britney put her arms around her waist and held her tight. "Hey, what's wrong?"

"I don't know. I was just so scared. I couldn't even move. What is wrong with me? I almost killed myself," she said before she continued sobbing.

"You're probably still traumatized from your last encounter with her. You were very badly injured. It's a perfectly normal reaction."

Sam looked up at her and wiped the tears from her eyes. "It's not even that. I keep having this nightmare. The Black Widow has me and Mandy captured, and no matter what I do, I can't do anything to save Mandy. It's just so terrible," she said, crying some more.

Britney looked directly into her eyes. "Listen, you're not acting like yourself, Sam. The Sam I know is one of the bravest spies I've ever seen. I look up to her as a girl who, no matter how high the stakes or how high the danger to own her life, always stands up and fights as hard as she can until she finishes the mission and brings the badguy to justice. You're just a little shell-shocked. That's all. But I know the Sam I know isn't going to let a few bad dreams stop her from doing her job so well like she always does. Am I right?"

Sam wiped the tears from her face again. "Yeah, you're right." She then tried to stand up, but was still a little wobbly from the fear and the injury. Seeing this, Britney put her head under Sam's uninjured shoulder, helped her rise to her feet, and continued to help her walk down the hall way. "Thanks, Britney, and thank you for saving my life."

"Don't mention it. Now come on, we have to go find Clover and Alex and get you and those security guards some medical care."

"Ok." Britney kept giving the girl balance as they walked down the long hallway scrunched up together. Sam hated to admit it, but she didn't feel any anger against Britney anymore. Being this close to her also felt nice somehow.

Suddenly, a bright flash erupted from behind them. Being under Sam's shoulder, Britney didn't have enough time to react. A black black boot impacted the back of her skull from a lightning-fast flying kick, sending Britney sailing to the ground unconscious. Sam turned around and stood petrified as the Black Widow stared her down through that terrifying, faceless black mask.

"Ha! Ha! Ha!" the widow cackled, amused by Sam's terror-induced paralysis. She then switched on the hand-held, cordless drill she was holding, and the diamond tipped drill-bit started spinning. The Widow walked right past Sam, quite aware of her current state of defenselessness and convinced she proved no threat. She then approached Britney who was laying face first on the ground, motionless. "Let's see how smart miss perfect is here when she no longer has a brain."

As the drill-bit moved closer and closer to Britney's skull, Sam started shaking as an intense feeling ran from somewhere deep inside her to up her spine. She clenched her fists, suddenly able to move again. "Get away from her, _you bitch!_" The Black Widow didn't have time enough to move away as Sam dove and tackled her to the ground with more force than a linebacker.

Wrestling with the Black Widow and her spinning drill, she was able to pin her to the ground. Sam then delivered a long series of lightning-fast rights and lefts to the Widow's masked skull, seemingly fueled by pure adrenalin and haltered for her enemy. After about ten punches to the head, Sam wrapped her hands around her neck and started chocking her. The Black Widow finally reacted by twisting her wrist and stabbing the spinning drill-bit into Sam's calf on the back of her leg. Sam cried out in pain, and the Widow was able to roll out from under her.

Despite the pain from her wounded leg that was now hemorrhaging blood, Sam stood back up and charged for the Widow again. The Widow, though, ducked out of the way of her fist, grabbed Sam's arm, and pushed the drill into her previously injured shoulder, re-opening the wound and causing blood to splash out of it and onto her black face. As the drill continued to rip into her flesh, Sam tried to stop her by chopping for her neck with her other hand, but the Widow expertly performed a spinning, low kick directly into the injury on the back of her leg. Sam then fell to the ground, again unable to move, but this time not from fear, but from bodily harm.

"Good bye Sammy," the heartless metallic voice said as she moved the drill towards her heart.

"Sam, no!" A voice yelled out from behind Sam and the Black Widow. The Widow turned just in time to see Clover's red boot whiz right past her face, the kick just missing her. The Widow then moved with the drill towards Clover's blonde head, but she tripped and fell forward, Sam having grabbed her by the legs. Clover then whirled her foot around again, this time making direct contact with the Widow's head, sending her rolling across the room. She then lay motionless on the floor. "Sam, are you all right?" Clover asked concerned, seeing Sam's two wounds oozing quite a bit of blood.

"I'm fine, just get her!" she said, pointing towards the Black Widow. The Widow hadn't remained motionless for long and had pulled GAWD out of the holster on her leg. As Clover approached her, she took a crouching position, activated the gadget, and quickly ran it around herself in a circle on the floor. Clover grabbed for her, but she fell out of her grasp and down into the twisting blue portal that was now below her. A bright flash then erupted from the ground, causing Clover to stagger backwards. The portal was gone and once again so was the Black Widow.

"Wha.. wha happened?" Britney asked from the ground, having just regained consciousness.

"The Black Widow attacked us again. She knocked you unconscious. Thankfully, Clover came to the rescue," Sam said as she dressed the bloody wound on her leg herself with the gauze she had taken from the department on her belt.

"So that's why I'm seeing two of you," Britney said, feeling the rather large bump on the back of her head.

Clover then came over and helped wrap the re-injured wound on Sam's shoulder. "Thanks, Clover. What happened to you? We saw the Black Widow about to stab you on the security cam before the lights went out."

"She almost got me," Clover said, turning and showing the rip all the way down the back of her uniform that miraculously did not penetrate her skin. "I fought her a bit in the dark, but after I was able to put on my WANG, she was gone," she explained, continuing to dress Sam's wound.

"Scary," Sam said before moaning in pain as Clover tied a knot with the gauze.

"So did you find Mandy or Tara?" Clover asked.

"We didn't find Mandy," Sam said, sounding regretful, "but we did find Tara."

"But then she was kidnapped by the Black Widow," Britney added, standing up, having finally come out of her concussion induced daze.

"You know what this means right?" Clover asked. Sam frowned and Britney looked at the ground uncomfortably, both already knowing what she was going to say next. "Tara and Mandy were the only remaining suspects. If Tara was kidnapped, then that means I was right! Mandy is the Black Widow!"

To Be Continued


	12. Lies

Author's Notes: Sorry for the wait. If you read, please review. Enjoy!

Disclaimer: I do not own nor am I affiliated with Totally Spies. I did not profit from this writing in any way.

**Later**

**Chapter 12 - Lies**

The transmission from Jerry ended, and Britney closed her X-Powder. She then left the spies' kitchen and met Sam and Clover who were sitting silently in the villa's living room now dressed in civilian clothing.

Britney glanced at Sam and was again thankful she was still in one piece. The wounds to Sam's shoulder and leg, while seeming severe, were actually minor enough to have been completely attended to by WOOHP emergency medical staff sent via helicopter directly after the altercation in the jewelry factory. After less than half an hour in surgery, she was allowed her to return home instead of spending yet another night in the hospital. Due again to WOOHP's revolutionary plastic surgery techniques, she was left with no scars. Britney, however, still felt a bit guilty about being off guard enough to have let the Black Widow knock her unconscious from behind, leaving her and Sam in a compromising position.

Despite escaping with their health, both Sam and Clover looked quite uneasy to Britney. Their failure to stop the Black Widow from abducting more victims and her surmounting violence seemingly weighed heavily on them. Most of their past spy missions were solved in a matter of a day. None had ever dragged on for weeks as this one had with little success in solving the case, nor had a villain ever introduced them to such ruthless violence before.

"Jerry said the more thorough DNA tests on the contact lens will take another twenty minutes to complete," Britney explained to them.

Clover spoke up. "No offense, but I don't think we should wait that long. Who knows when Mandy will strike next."

"Don't you mean the Black Widow?" Sam snapped at her.

"She's the only suspect left, Sam. Give it up already. It has to be that bitch."

"Being a suspect isn't the same thing as being guilty, Clover," she said disdainfully. "Don't you still believe in innocent until proven guilty?"

"Look, Sam, I know Mandy is your new wannabe pal or something, but Arnold and Tara were already captured by the Widow, and we all know it's not Alex. Those were the only suspects. You know better than anyone that WOOHP's super computers can't be wrong."

"Well, you're right about WOOHP's computers being really accurate," Sam said, "but something's not right about this. Mandy has no motive. Arnold does her homework like she does for you, Clover. Why would she abduct him? And she barely even knows Tara. The only time she became popular from copying you, Mandy crushed it in a matter of seconds. She's no threat to her. So why kidnap her? It makes no sense."

Clover retorted, "You know how crazy bad-guys are, Sam. She doesn't need a good reason to kidnap people. They never have good reasons for the crazy things they do. Did Tim Scam have a good motive for trying to evaporate all the water in the ocean?"

"Fine, but let's say the contact does belong to the Black Widow. I've known Mandy since she was six. I met her the same day I met you and Alex. She's never worn contacts before."

"How can you be so sure?" Clover asked.

"I just would've noticed something like that."

"You must've spent an awful lot of time looking at her eyes then," Clover said sarcastically. Sam blushed brightly. What she said was true. She had gazed into those deep purple eyes absent mindedly in class, the hall, and elsewhere for years. She had only consciously admitted it to herself recently, but the beauty in those purple orbs was nearly intoxicating. Moreover, she saw something hidden deep within them. Something Mandy hid from everyone else and something Sam wished she could discover for herself. She didn't know what it was, but Sam was certain it was something good and not the evil everyone now suspected her of.

"Actually," Britney said, "she did take me to a store that sold contact-lenses before. But they were for me, not her. She thought the glasses I was wearing as part of my cover weren't fashionable."

"See!" Clover said. "It proves she's been there before!"

"That's not solid evidence, Clover!"

"It's good enough for me!"

"You're letting your grudge with Mandy cloud your reasoning."

"It used to be your grudge too, Sam. What the hek is wrong with you?"

"Nothing. At school it's one thing, but we're on a serious mission that could be life and death. Stop being so immature!" she scolded.

"Well, I see you two are fighting again," Alex said as she walked down the stairs and into the living room.

"Where were you, Alex?" Britney asked.

"Just finishing some homework."

"As much as it pains me to say this," Sam said, "it's not the time to do homework, Alex."

"Well, I have to do it some time. It's not my fault all this crazy stuff happened."

"You sure you don't remember more from when you were in the vault, Alex?" Clover asked. "We need to prove to Sam here that it was Mandy," she said, rolling her eyes.

"Like I said, I just remember seeing a flash from behind me and then something hit me in the back of the head. It felt like a kick, a really good one. I don't remember anything else until you woke me up."

"The Black Widow does have an awfully mean flying kick. She did the same thing to me," Britney said, rubbing the back of her head, which was still very sore. "Still that's awfully convenient that you were locked up in there all by yourself during our confrontations with the Widow."

"Hey! What are you saying?" Alex asked, looking quite angry at the suggestion.

"Nothing. It's just an observation."

"I know Alex didn't do it," Sam said, "but I doubt Mandy did it either. There must be something we haven't thought of yet. I can't quite put my finger on it, but I can't help but feel we're still missing an important piece to the puzzle."

"But, Mand…" Clover stopped mid-sentence when all four girls heard the noise of a car from outside. They went to the window and saw it was Mandy in her purple Spider pulling up her drive-way and into her three-car garage. "Well, speak of the devil," Clover said venomously.

"I'll go talk to her," Sam said.

"No, I'll go," Britney said. Sam frowned. "I've been investigating her pretty thoroughly recently and developed… a close relationship. She trusts me. If she is the Widow, maybe I can get her to confess and turn herself in. We should end this as peacefully as we can."

Sam put a hand on Britney's shoulder and stared into her eyes. "You promise you won't do anything rash?"

Britney seemed somewhat taken aback. "Yeah, um, I won't."

"You promise?" she asked once more.

"I promise." Sam still seemed worried, but took her hand off of Britney's shoulder anyways.

Britney left for Mandy's mansion immediately. After reaching her front-door and ringing the door-bell, an elated Mandy greeted her, "Britneykins, dear, I'm so happy to see you!" she chirped. She then noticed the rather sober expression on Britney's face. "What's wrong?"

"Mandy, I think we need to talk. Can we go up to your room maybe?"

"Sure thing." Mandy opened the door for her. Britney walked inside somewhat reluctantly. Although having plenty of experience and training dealing with covert operations, this was the first time she had gone so deep undercover before to forge this close of a relationship with someone. She felt tense, but she knew that the time had come to find out the truth about Mandy once and for all.

The two girls walked up the sweeping marble stair-case and across the banister to where Mandy opened the door for Britney again to let her inside her huge, luxurious bedroom.

Britney sat down on the end of Mandy's lacy bed. Mandy came over and gave Britney a loving hug as was her nature lately whenever they met. She, however, noticed the hug didn't seem to have an effect on her currently solemn demeanor. "Hey, baby, what's wrong? What did you want to talk about?" she asked as she continued to lovingly nuzzle against her body.

"Well, we've been together for a little while now, Mandy. I think one of the most important things about being a couple is that you shouldn't keep secrets from each other. It just seems to me that lately you've been wanting to tell me something important, but you always stop short of telling me what it is."

Mandy looked like she was going to speak for a second, but then she closed her lips and just sat there for a while. To Britney it looked like she was still fighting between the urge to tell her the truth and the need to keep that truth a secret. "I don't know what you're talking about," she finally said in an almost monotone voice.

"Well, it sure sounded like you wanted to tell me something on the phone earlier."

"I don't remember," she said again, sounding quite lifeless.

"There's something else too. Tonight when you said you were studying, I don't know if you were telling me the truth. I mean, I saw you pull your car in from next door."

"I was just running some errands. That's all. Just a little late-night shopping. Although, I didn't end up getting what I wanted," she said, sounding disappointed.

"What were you shopping for?"

"Something for you, babykins," she said as she placed her palm on Britney's cheek and ran it across her soft skin, causing it to blush. Seeing the blush, Mandy moved in and landed a wet kiss against it. This didn't seem to melt Britney's somber mood though.

"I knew where you were."

Mandy raised an eye-brow, "And how would you know that?"

"Someone I know saw you in south L.A. sneaking around a jewelry factory after hours."

Mandy looked shocked. "Who saw me there?"

"I don't want to say. The person though was leaving the Karate dojo down the street," she lied.

"That dumb bitch, Alex, huh?" Mandy asked, sounding infuriated. Still cuddling her, Britney could feel Mandy's body tremble with anger.

"What were you doing there? She said the building was closed."

"Just window shopping."

Britney raised her voice a bit, "Mandy, they don't sell jewelry there. It's a factory, not a store! Going to a place like that after it's closed is trespassing!"

She saw Mandy's eyes were beginning to water a bit. Britney had never been cross with her before. Realizing her mistake, Britney took Mandy's hand and squeezed it between both of her palms gently. "I'm sorry, Mandy. I'm just really worried about you. That's all," she said in a concerned and calmer voice. "I promise I won't be angry with you. I just want to know the truth." Britney looked deep into Mandy's eyes, and Mandy stared back into hers. "Please."

"Ok... I used a key I had to get into the place. I wanted to get you something really nice, something with diamonds on it, maybe a necklace or a ring or something. While I was looking though, I heard some loud noises and someone screaming. I don't know what was going on, but it scared the hell out of me. I got out of there through the back door as fast as I could."

"Thanks for the thought Mandy," she said, squeezing her hand some more, "but why do you have to steal something for me? Don't you have enough money for something like that? I mean, you're pretty rich, no offense."

"I am," she paused for a second before deciding to continue, "It's because my father owns the company. The only way I know how to get back at that bastard is to steal from him. He hasn't said three words to me since I was four. It's like I don't even exist to him anymore." Mandy looked hurt just admitting that.

"Ok, that's terrible how your father treats you, but I don't think you should do anything illegal because of it."

"Don't worry, I won't get caught."

"How do you know, Mandy? I'm worried."

"I just do, ok." Mandy started running her fingers through Britney's beautiful blue strands. "Can we forget about this stuff and do something else now?"

Britney relented. "But how would you be able to get in there and steal it? Wouldn't a place like that have security and keep expensive jewelry like that locked up?" Mandy looked away sharply and didn't answer. "Mandy how would you be able to do that? It doesn't make sense."

"Don't worry about it," Mandy said, pushing away from her.

"But I am worried. How could I not be? You could go to jail."

"I said don't worry about it, damn it!" she yelled, still averting eye contact with her.

"I promise I won't tell anyone. I just want to know, because I care about you."

"Shut up! If you knew, you wouldn't care about me anymore."

"That's not true. How can you say that?"

"It is true," Mandy said coldly.

"Why is it? Tell me, please," Britney begged. "I need to know. Please!"

Mandy turned to her with a look of simmering hatred burning though her eyes. "Because the security guards fuck me. I let them fuck me like a dog on the floor. The manager and the accountant too. That's how I get free jewelry. You happy now?"

Britney looked utterly shocked and couldn't think of a word to utter as a response. "That's the kind of girl I am. I get what I want when I want it by any means necessary. You think my popularity at Bev High came cheap? I had to claw my way to the top! When I started I was nothing. No one even wanted to talk to me. I had to lie. I had to stab people in the back I liked. I had to tell my friends I hated them. And that's not all, I had to fuck disgusting jocks and stuck-up pricks I couldn't stand, so many of them I lost count, just to keep an upper hand on that blonde slut friend of yours_, Clover_. I didn't love any of them. I didn't even like most of them. But that's what I did, because that's what it took to force people to like me."

Mandy stopped and then just bawled into her hands. With her icy emotional guard finally down, the tears seemed to flood out like raging rivers down her cheeks. Finally, she stopped for a moment and looked up at Britney who stared back at her, looking utterly mortified just as Mandy had predicted she would be. "I know you hate me now. I'm a mean, evil, disgusting whore. I don't want you to see me anymore, Britney. You're a good girl. Way too good to be around someone like me. Just leave me, already," she cried, turning away from her again.

Finally some semblance of thought returned to Britney's head and she put her hand over Mandy's shoulder. "I don't hate you, Mandy."

"Yes, you do! Don't lie to me!" she shouted as the tears still refused to stop pouring out.

Britney gently wrapped her arms around the petite girl's frame as she also began to cry. "I mean it. I don't care about what you did or who you had sex with. The only thing that matters to me is that we're together now."

"You really mean that?" Mandy eeped out reluctantly as she turned and looked at her, literally shaking. It seemed as if she feared she would momentarily say something completely contradictory.

"Yes."

Mandy buried her head into Britney's shoulder and cried, and Britney held her. "I just want to ask one thing," Britney said, "what did you want to tell me?"

"I love you. That's what I wanted to tell you. Is that bad?"

Britney felt a terrible feeling wash over her body. "No… no, that's a good thing. I love you too, Mandy."

Mandy continued to weep in Britney's loving arms. Her weeping however seemed to Britney to have become less painful than the crying she had done moments earlier. "You're too good to be true." Upon hearing that, Britney frowned very uncomfortably.

Jerry sat in his empty, metallic office, looking down at the monitor on his desk. Once more, he reviewed the results from the more thorough DNA tests on the contact lens found in the jewelry factory. He again couldn't find anything that would suggest a mistake had been made. "It's still hard to believe," he said, mystified that the results corroborated the spies' earlier X-Powder scan to match the DNA of the same person.

Suddenly, the screen on his monitor flicked off and the lights in his office went dark. He pressed the button on his desk to turn the lights back on, but there was no response. "Impossible. I just had the four backup generators inspected the other day." Jerry retrieved his Com-Wallet from a pocket inside his suit coat. When he opened it, the screen switched on, but he saw that it was having difficulty connecting to GLADIS or the WOOHP database.

He then heard the sound of someone forcefully ripping open the sliding door to the office. He moved the lit screen of his Com-Wallet to shine the light towards the person as she walked inside. Although barely illuminated by the wallet's light, he recognized her face immediately. It was the same person who had been identified in the DNA scan.

"I never thought it would come to this," Jerry said. "I'm quite disappointed in you. Hiring you was obviously a mistake."

"A lot of people underestimate me. That's your fault, o_ld man_."

"Understood, but I suggest you don't make the same mistake with me." Jerry set the open wallet down on his desk and unloosened his tie. He then shot up into the air like a rocket, turned three-hundred and sixty degrees, and then sailed over his desk in a flying kick aimed for the shadowy figure. Due to the girl's incredibly quick reflexes, she was able to dodge out of the way of Jerry's foot just as it grazed past her head.

The girl then shot her own leg up in the air at Jerry like a lightning strike. Jerry's reflexes were nearly as sharp as the girl's, and he similarly moved to the left, just missing the kick. Undeterred, the girl charged at him and threw a vicious left hook aimed for his skull, which he blocked with his forearm. She followed it up with a sharp right upper-cut that he again blocked this time with his left arm.

Jerry smirked. This infuriated the girl. She took a step backward, and then spun around forward sending her foot whizzing towards him in a perfectly executed round-house kick. Jerry had recognized the movements leading up to the maneuver, and was able to again step out of the way of it quite easily. While her leg was still in the air, Jerry grabbed a hold of it and swung her around to where he jabbed hard into her mid-section with the bottom of his palm, causing her to stagger backwards. Jerry wasted no time in jabbing forward again, this time for the girl's chin. She immediately ducked out of the way and performed a low, sweeping kick aimed for his legs. Jerry jumped up and out the way of her leg, flipping and landing perfectly on his feet on the other side of his office.

Jerry laughed. "Surely, you're not expecting to beat me with basic Kung-WOOHP. I invented the martial art."

"I could if I wanted to, but I don't have the time. So I'll use something else you made."

"Then prove to me that the student has surpassed the master," he dared her.

She extracted a small object from on her person and pointed it at Jerry. She then twisted the end of the lipstick and it shot out a red laser. Jerry dashed in the opposite direction of the beam. The more than middle-aged man was so fast he was able to out run the laser easily, lapping his office twice. When the girl changed the laser's trajectory, he was able to duck, jump, flip, and roll out of the way expertly, not even breaking a sweat.

Finally, it seemed as if she had given up on using the Laser Lipstick to defeat him. He laughed again. "And thinking one of the most basic WOOHP gadgets would defeat the head of WOOHP. How amateur. I thought I trained you better than that." Jerry then tried to step forward, but found he couldn't move his left leg. "The bloody hell?" Looking down, he saw that his foot had been stuck to the ground in some kind of aquamarine goo. The last thing he saw was the heel of the girl's WOOHP standard-issue boot right as it impacted his skull, knocking him unconscious.

Britney trudged back into the spies' villa some time later. She had an incredibly nauseous feeling gnawing at her stomach. It was so bad, she was certain she was about to throw up. Entering the empty living room, she stopped by a mirror on the wall. Her reflection was the same as always: a beautiful seventeen year-old girl with smooth, white, pale cheeks, luscious purple eyes, and long hair dyed an exotic but alluring blue color. Who Britney saw though was someone she could barely stand to look at, someone who had done something evil. "How could I have done this?" she asked herself in the mirror. "I can't believe what I've done… I'm a monster. I'm a monster!" she cried.

To Be Continued


	13. Giallo

Disclaimer: I do not own nor am I affiliated with Totally Spies!

Author's Notes: If you read, please comment or fav. I went back and corrected some typos and grammatical mistakes in chapters 11 and 12.

**Later**

**Chapter 13 – Giallo**

"I'm a monster!" Britney screamed into the mirror.

She then heard an eerie creaking and watched as a shape emerged from behind her in the glass and slowly crept towards her though the darkness.

Britney spun her hand around in a slicing chop at the shadowy figure. It was instantly blocked by a forearm. Britney then swung her other arm around in a left hook. The figure stepped to the side, just missing Britney's fist, and reached to the wall, flicking on the light switch.

Britney was relieved to see the red hair and green eyes of Sam. "Oh my god, Sam, I'm so sorry! I must be a little jumpy."

Sam, however, didn't look exactly happy to see her. "What did you do to her?"

"What did I do to who?" Britney asked back. She didn't exactly sound innocent. In fact, she sounded downright guilty.

"Mandy? What did you do to Mandy? What did you do to her that makes you a monster? Did you hurt her? Oh, please tell me you didn't," Sam begged.

Britney paused a moment before answering, "Oh… Mandy's fine… At least for now," she said, not exactly exuding confidence. "I don't know what I was talking about. I must be really stressed out working on this tough case."

"I didn't mean just physically you know." Britney averted Sam's harsh gaze. "Do you still think she's the Black Widow?"

"No, I don't."

"I always knew she wasn't, but what changed your mind?"

"She told me everything tonight. She's a very troubled girl with some serious issues, but she's not capable of something like that. I'm certain now." Hearing that, Sam seemed satisfied her convictions had been reaffirmed, but she also felt jealous that Britney got to be the one Mandy spilled her heart out to. Hearing about Mandy having serious troubles, though, worried her again.

Britney looked around the room for a second. "Where are Clover and Alex?"

"Alex suddenly went missing about fifteen minutes ago. When we went to her room, we found the window open. We're pretty worried about her."

"Did you try her cell or her X-Powder?"

"Yeah, she's not answering. Clover decided to go find her, and I agreed to stay here and wait for you to come back. I turned off the lights and hid in the closet just in case the Black Widow decided to show up. I wanted to have the element of surprise this time."

Britney opened her X-Powder and pressed the buttons to call Alex. No one picked up at the other end. She then tried contacting Jerry and got the same result. "Jerry still isn't answering either."

"I know. I wonder if the Widow got wind of him doing those DNA tests on that contact lens."

"You're probably right. This is just too convenient. I would suggest we head over to WOOHP Headquarters, but maybe we should stay in the neighborhood. The Black Widow may be making her big move tonight."

"I agree."

"The real question though is whether or not you and Clover will be prepared to fight your own best friend."

"It's not Alex. How can you say that?"

"Just think about it. Every time you, Clover, and I fought the Black Widow, Alex has been absent. She was either in the WOOHP Prisoner Holding Facility, inside that vault, or conveniently behind that air-conditioning unit. You know as well as I do that the Black Widow having GAWD means she can never be trapped anywhere. It may have seemed Alex was somewhere else, but she could've just used GAWD to teleport out of and back to those places before we even saw her."

Sam frowned at Britney. "Logically, what you say is possible… but I still don't believe it. It just doesn't add up."

"Well, whether you like it or not, she's the only suspect left it could possibly be."

"I know Alex a hundred times better than you, Britney. She wouldn't do something like this. Ever."

"That may be true that you know her better, but maybe you don't know everything she's capable of."

"_Whatever. _ I'm not going to stand around here all day arguing with you about your conspiracy theories. I want to go see Mandy."

"It's not her, Sam."

"I know that. I just want to protect her. For some reason, she's in the middle of all this. I'm just worried she's next on the Widow's list."

"I'm not sure if that's the best strategy right now," Sam looked rather irritated hearing that, "but ok."

"You should probably go help Clover find Alex. Just make sure not to make any more snap judgments."

Britney frowned back at her, and Sam left. Britney then opened her X-Powder and called Clover. Clover, decked out in her red spy-suit, appeared on the small screen a moment later. "Hey, Brit, what's going on?"

"I just go back from Mandy's. Sam told me what happened with Alex."

"Yeah, I'm out here at one of the karate dojos she likes to go to. The head-master sometimes lets her train in here at odd hours." On the screen, Britney could see the empty room floored with padding, walled with mirrors, and with a few large punching-bags hanging from the ceiling. "It doesn't look like she was here though. _Sooo,_ did you catch Mandy red-handed yet?" Clover asked, sounding more than a little enthusiastic about the possibility.

"No. I don't think it's Mandy anymore."

"Well... I trust your judgment, Britney. If you don't think it's her, it's probably not her. She's still guilty of being one tacky, annoying skank though." Clover laughed hardily at her own insult, but Britney just stared back soberly.

"I want to help you hunt for Alex."

"That would be great. Come meet me at the Mega Coffee Mart on the corner of Wilshire and Beverly Drive. Alex likes to go there in the middle of the night sometimes, and I totally need a latte right now."

"All right. Over and out." Britney closed her X-Powder. She then quickly walked up the stairs to Alex's bedroom that she now shared with her. The window was indeed wide open, and a cool draft was blowing into the room. Seeing the oncoming storm clouds in the dark night's sky, Britney sensibly closed the window shut. She then grabbed her purse, which was hanging on the door knob, and walked back down stairs. She went towards the front door, but stopped for a second to flick the light-switch back off. However, the light went out just as she touched the switch and before she had pushed it down to the off position.

Before Britney had a chance to turn around, a metal wire was flung over her head and tightened into a noose around her neck. Britney gagged loudly and clawed at her neck franticly for air as the wire was pulled tighter and tighter. Unable to break free from it, she then elbowed the person behind her twice. However, she didn't strike hard enough, and a black fist swung around and punched her hard in the stomach. Britney fell to the ground with the wire still clenched around her throat by one black hand.

As she writhed on the floor and fought desperately to breath, the Black Widow used her other hand to remove GAWD from its holster. She activated it and then used the knife to carve a twisting portal into the nearby wall. Britney's face had now turned purple from the lack of oxygen and she was barely moving. The Widow pulled the wire lassoed around her neck with both hands and forcibly dragged Britney into the wormhole. After Britney and the Black Widow passed through the portal, it disappeared in a flash.

At that very moment, Sam was standing outside Mandy's front door. She had been doing so for the past few minutes, still deciding on what to say. Finally, she got the courage to reach forward and press the door-bell. It rang, and a few seconds later a surprised looking Mandy appeared on the other side of the door.

"Hi, Mandy!" Sam greeted her, full of girlish enthusiasm and smiling warmly at her.

"What the hek are _you_ doing here?" she asked, scowling with utter contempt. Sam then noticed the long dark tear stains that extended from under Mandy's eyes to cover both of her soft cheeks.

"Mandy, are you ok? It looks like you've been crying." Sam looked genuinely worried.

"It's none of your damn business," Mandy said. She then ran her palms over her cheeks as if to remove the remnants of her crying.

"You sure? You want to talk about it?" Sam asked with kind and genuine concern in her voice.

"_Did I stutter?_ Now what are you doing here? It's the middle of the night for crying out loud."

"Uh, I thought maybe we could _uh…_ study for the upcoming biology test together," Sam said, blushing brightly and rubbing the back of her head.

Mandy cackled. "Fat chance, _loser!_ The only one who studies biology with me is Britney! Get a clue!" The door slammed in Sam's face.

Deeply disappointed, Sam stared at the ground. "Well, that could've gone better." The image of Mandy's dried tears remained stuck in her head. She just looked so helpless. Sam didn't like seeing her like that at all. She then wondered if Britney had caused her to cry like that. She had certainly been jealous of their relationship, and despite the concerns she had had about Britney jumping to the conclusion she was the Black Widow, she had never seriously considered that Britney would actually treat her badly as her girlfriend. This thought both angered her and made her feel sad that she wasn't allowed the chance to treat her better and make sure she was happy so she wouldn't cry like that. She then fought off those feelings of depression, and lifted her head back up with a renewed sense of determination. "I need to protect her."

Sam snuck around Mandy's mansion to the back. She passed her luxurious pool and hot tub, and then spotted a room with the lights on in the upper story. Sam quickly took out her X-Powder and pressed a button on it. A laser shot out and swooped over Sam's body, transforming her skimpy olive dress into her darker green and even more body conforming spy-suit.

She then went to the large oak tree near the window and climbed it, the WOOHP designed micro-fiber of her suit giving her extra traction, making slinking up the tree a much easier task. Sitting on a large branch, she had a perfect view into the room and could see an overly frilly bed, tacky purple wallpaper, and a humongous walk-in closet. "Definitely Mandy's room," she remarked.

She then watched as the bedroom door opened, and the bratty dark-haired beauty herself walked inside. In Mandy's hand was a wet wash-cloth that she was rubbing on her cheek in an effort to wash away the tear stains. Sam watched as she stopped by the huge vanity mirror that stretched almost the entire height of the room and continued scrubbing her cheeks.

Finally seeming satisfied the evidence of her tears were gone, she walked closer to the window where she threw the wash-cloth into a hamper. Although Sam was now only several feet away, Mandy seemed oblivious to the red-head spying on her from behind the leaves of the tree just outside her half-open window.

Sam watched as Mandy reached down and pulled the cashmere top she was wearing right over the top of her head, revealing the pale, smooth skin underneath and the frilly violet bra covering her fairly buxom chest.

"_Mm.. mm.. maybe_ I shouldn't be seeing this," Sam whispered as she placed her hand over her eyes. However, her better instincts were quickly over-ridden by her pounding heart and the hormones rushing through her veins, and she removed her hand a second later. She then watched as Mandy bent over in front of the window, unzipped the back of her skirt, and pulled it down off her body, revealing the tiny purple thong wedged between two small but plump butt cheeks. Sam stammered backwards as she almost had a heart-attack. She struggled to regain her balance so she didn't fall off the branch and made the tree shake a good deal.

"Huh?" Mandy asked as she looked out her window to the tree. Sam's heart started pounding even more wildly. It felt like it would burst out of her chest any second as it seemed Mandy was staring straight at her. Thankfully, Sam's spy-suit blended in with the leafy green of the tree enough to camouflage her presence, and Mandy didn't notice her hiding there among its branches. Mandy turned back away from her. Sam tried catching her breath but had trouble doing so after she resumed staring at the beautiful girl's bare back and round, cute ass.

Mandy tossed the skirt and her top into the hamper. She then walked over to her walk-in closet, opened the sliding door, and disappeared deep inside it. Sam became concerned for a moment when Mandy didn't immediately reappear. However, several moments later Mandy finally popped back through the door, still nearly nude in her revealing underwear and holding a tiny violet silk nighty in her hand. Sam watched attentively as Mandy slipped it over her head and let the silk slowly slink down her breasts, back, and bottom. Mandy then went and sat on a bench in front of her large vanity mirror. She took a brush from a near-by dresser and began slowly running it down her long black hair that was even silkier than her nighty. "She's so beautiful," Sam let out between shallow breaths as she marveled at Mandy from the tree.

Suddenly, the light went out in Mandy's room. Not hesitating for a second, Sam dived forward through the window and rolled into the bedroom. Mandy screamed as a faceless black head peered through a twisting blue circle of light now in her mirror. Two black hands then reached through the mirror and grabbed her by the waist.

As she was being pulled back into the mirror, she turned and met Sam's eyes, and they both grabbed onto each other's hands. "Sam, help me!"

"I'm trying Mandy," she said as she pulled with all her might in the other direction, "just hold on!"

"I.. I can't!" Mandy cried as her fingers escaped Sam's grasp and she was forcibly pulled through the portal.

"Mandy!" Sam leapt forward as the portal flashed, but only managed to smash head-first into the mirror, breaking it into a thousand pieces. The lights turned back on. "No! No! _Nooooo!_" Sam screamed as she punched the remaining shards of glass out of the frame of the mirror.

"I couldn't save her... _couldn't save her._" A sense of utter hopelessness washed over Sam. She collapsed onto the floor onto her knees and began to sob into her hands. As her tears rolled down her cheeks, they mixed with blood from the fresh cuts on her forehead and became a pink liquid.

She stopped sobbing for a moment and looked out at all the shattered glass spread across the carpet. It looked oddly familiar to her somehow. Suddenly, there was a flash inside her head and something from deep down in her memory surfaced back up from the depths of her subconscious. Again she remembered broken pieces of glass being on the floor, but much smaller. She then saw a vision of an also smaller and much younger Mandy pointing and laughing at someone. She chanted, "_Four eyes! Four eyes! You're a stinking four eyes!_"

"Oh my god!" Sam cried out. The truth had finally dawned on her.

Sam got up and brushed the remaining shards of glass off her suit. She entered Mandy's walk-in closet and saw a purple terry cloth robe hanging from one of the innumerous hangers in the cavernous closet. She took its belt, ripped it in half, and then tied it around her head like a make-shift bandana to bandage the cuts on her forehead. She then climbed out of Mandy's window and back down the tree.

Sam then began walking. She walked down the street, mansion after mansion, block after block. Finally, she reached Sam, Clover, and Alex's old neighborhood where they had lived with their parents before they moved into the villa together. She spotted one mansion in particular. The huge home looked empty and lifeless. Maybe that was because it was pretty much vacant, its owners having been vacationing in Europe for many months now and only allowing hired help to occasionally enter it for cleaning.

Sam stealthily snuck around the side of the mansion and crept into the expansive back yard. She found the tree she was looking for. Thanks to some moon light that escaped the thick dark clouds above, she could still make out the words that had been carved into its trunk, _Sam Clover Alex BFFs 4Ever._ A loud crack of thunder roared out through the sky.

She stared at the ground below the tree forlornly as drops of rain began to fall on her head, followed by a steady down-pour. Sam then dug out the "Spoon of Doom" Jerry had given her from a hidden pocket on her spy-suit. She got on her knees on the grass, stabbed the spoon into the ground, and tore up a small piece of the now wet lawn. She continued to use the spoon as a crude digging tool, and after some hard labor, she had dug a hole three feet deep into the mud.

The spoon finally hit something harder than the soil. Clearing away mud and a few wiggling worms, she saw the same shoe-box she had witnessed someone burying there from next door over nearly a decade ago. She opened the box and looked inside. She hadn't seen what was in that box years ago, but her old suspicion had finally been proven correct. Inside were the small broken frames of a rather ugly pair of glasses and several shards of broken glass, which had had been stomped out of the frames by the owner of the glasses.

Sam picked up the frames and examined them closely. "These are prescription! She lied!"

"Did I, Sammy?" A vicious kick erupted from the direction of the voice and the hard heel of a boot hit the back of Sam's skull. She fell forward face-first into the three foot hole that was now half a foot full of rain water. Miraculously, through sheer will-power, Sam was able to fight off slipping into unconsciousness and lifted her head back up from the muddy water.

However, the Black Widow jumped on top of her and forced Sam's head back down into the water with her hand. The Widow's grasp was strong, and Sam was weak from the blow. Her mouth and nose remained under water for nearly a minute. Sam's lungs felt as though they were screaming in pain for air, but she knew if she took in the water she would drown.

She felt her consciousness slipping away from her, but again dug down deep and was able to find more hidden strength. She reached behind her head, grabbed the widow's other hand, forced it down under the water, and bit down hard into her fingers, nearly cutting through the micro-fiber of her glove. The widow's other hand lost its grip, and Sam brought her head up from the water, flipped around, and sent an uppercut into the Black Widow's chin, sending her flying backwards.

Sam sucked in air greedily as she watched the Widow lying on the ground motionless. She quickly grabbed the Spoon of Doom back from the mud near the hole. She then put her hand in her hidden pocket and yanked out a can of "WOOHP Brand Pea Grenades." The can was able to fit inside due to a shrinking device developed by WOOHP scientists to allow spies to conceal large gadgets in skin-tight spy-suits. Sam popped open the top of the can, which thankfully didn't require a can-opener, and placed one of the tiny green balls onto the spoon.

The Black Widow still lay on the ground, not even visibly breathing. Sam knew better though. "If you think I'm going to fall for the playing dead routine, you're wrong. That's the oldest trick in the WOOHP training manual. I'm also prepared to blow you to hell right now, so you better cooperate."

The Black Widow turned to look at Sam and saw the spoon Sam was holding with one hand on the handle and the thumb of her other hand bending back the head of the spoon holding the pea. The Widow tried to stand up. "Don't move, damn it! You think I'm bluffing? If it means saving innocent people, I have no problem with blowing you to pieces! You got me?" Sam shouted, shivering a bit from the adrenalin.

The Black Widow stopped in a crouching position and remained still.

"Now, first off, who are you?"

The creepy metallic voice again spoke, "Shouldn't you already know that since you dug up that box? You always act like you're the smart one. Are you really that god-damned stupid?"

"I said, who are you?" Sam shouted back.

"The person who's going to kill you, your friends, that old pervert you work for, that worthless slut Mandy, and everyone else you care about!"

"_Shut up!_ You're not going to lay a finger on any of them! _You hear me?_ I won't let you! Now take off that mask!"

"Make me." Sam flicked the pea out of the spoon. The pea flew directly at the Black Widow. Unbeknownst to Sam, though, the Widow had removed a cylinder from a similarly designed hidden pocket on her uniform and had been hiding it behind her back. As the pea flew towards her, she whipped it forwards and pressed a firing mechanism on the cylinder. A stream of aqua-marine goo shot out of it. The goo hit the pea, but due to its soft, sticky texture the pea didn't detonate and instead traveled with the goo in the opposite direction. The goo and the pea hit the back of the mansion, and the home exploded in a thunderous, fiery blast.

Both Sam and the Black Widow were blown backwards by the explosion, neither of them expecting the tiny grenade to actually be that powerful. Sam had been blown back into the tree, and bounced off of it. As flaming debris landed everywhere, Sam managed to stand back up, but was disoriented. That gave the Black Widow, who had landed only a few feet behind her, the opportunity she needed.

Again she fired the cylinder. A good amount of the goo hit Sam in the legs and thighs, causing them to stick together. Sam tried to step forward, but was unable to walk, and instead fell over backwards. The Black Widow ran over and sent her black-booted foot whizzing at Sam who was now stuck to the ground in the gooey substance. Sam managed to block the kick with her arm. The Widow then shot the cylinder again, and Sam's arm was blown back to the grass where it became stuck. Sam reached out with her other arm, trying to grab Widow's leg, but she was too far away. The Widow fired again, and again Sam's arm was blown to the grass and glued to the ground in that incredibly sticky goo.

Sam watched as the Black Widow lifted her boot over her head and then stomped it down right between her eyes.

Then there was black.

What seemed like only moments later, Sam opened her eyes. She was in a room. It was dimly lit by a single light bulb hanging from the ceiling. The wall across from her looked to be concrete. Spray-painted with a stencil on the wall was the symbol for WOOHP, one capital W over an oval shaped globe.

Sam tried to move forward, but couldn't. Looking down, she saw more of the green goo covering her body all the way from her neck to her feet, acting like a huge piece of chewing-gum trapping her against the wall.

She looked to her right and saw Britney, now with some deep lacerations around her neck, and Jerry with a deep black bruise on his skull. Both of them were trapped against the wall in the same substance.

"Britney… Jerry, where are we?"

The elder head of WOOHP spoke up in his thick British accent, although it didn't sound quite as jovial as usual, "Judging by the WOOHP symbol painted on the wall across from us, a WOOHP installation somewhere, possibly underground."

"How long was I out?"

Britney answered in her now scratchy voice, "About five hours." It hadn't seemed nearly that long to Sam.

"Did you find out who the Black Widow is?"

"Yes," Jerry answered solemnly.

"Who is she?"

"Sorry, Samantha, but I don't have the heart to tell you. I'm sure, though, you'll discover that harsh reality soon enough." Britney was silent. They sat there quietly stuck to the wall. Sam considered the evidence she had dug up in that backyard that clearly pointed at one person. The truth however was still too hard to accept, and she remained in a state of denial.

The metal door then creaked open, and in walked the Black Widow. "It's almost time," she said in that scary, inhuman voice.

"Who are you?" Sam shouted. "Why are you doing this?"

"You know who I am, Sammy," she said. She then reached under her chin, and pulled off the black mask, revealing her pale skin, cute face, and blue eyes and allowing her blonde hair to regain its unrestrained fan shape.

Sam looked terrified. "_Cuh… cuh… cuh… Clover?_"

"You're damn right!" A look of menacing evil burned in her eyes.

To Be Continued


End file.
